Rights of the Partnership and the Investors Sample Clauses

Rights of the Partnership and the Investors. If (i) the Executive’s employment with the Partnership terminates for any reason prior to an IPO or (ii) the Partnership determines that the Executive is engaging or has engaged in Competitive Activity during employment or during the period during which such Competitive Activity is prohibited under the applicable agreement, the Partnership may elect to purchase all or a portion of the Common Units and vested Profits Units of the Partnership held by Management LLC that correspond to the Common Units and vested Profits Units of Management LLC held by the Executive by written notice to Management LLC delivered on or before the sixtieth (60th) day after the Determination Date. The Investors may elect to purchase all or any portion of the Common Units and Profits Units of the Partnership that the Partnership has not elected to purchase by written notice to the Executive delivered at any time on or before the eightieth (80th) day after the Determination Date (the “Second Option Period”). If the Partnership or the Investors, as the case may be, make such election(s), then Management LLC shall either (x) have the right to elect, and shall elect, to repurchase the same number of Common Units and Profits Units of Management LLC held by the Executive, and at the same repurchase price, as elected by the Partnership or the Investors or (y) redeem the portion of the Executive’s Common Units and Profits Units of Management LLC attributable to the Common Units and Profits Units of the Partnership that the Partnership and/or the Investors have elected to repurchase under this Section 7 in exchange for an in-kind distribution of the corresponding Common Units and Profits Units of the Partnership, in which case the repurchase rights of the Partnership and the Investors under this Section 7 shall be exercised directly against the Executive.
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Related to Rights of the Partnership and the Investors

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Fund and the Transfer Agent 6.01 The Fund shall, upon request, on behalf of each of the Portfolios promptly furnish to the Transfer Agent the following: (a) a certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and (b) a copy of the Agreement and Declaration of Trust and By-Laws of the Fund and all amendments thereto. 6.02 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request. 6.03 The Transfer Agent and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 6.04 In case of any requests or demands for the inspection of the Shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

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