Sale of Partnership or Partnership Business Sample Clauses

Sale of Partnership or Partnership Business. In the event of a sale or its substantial equivalent of all or substantially all of the General Partner’s Interest or of all or substantially all of the assets or business of the Partnership (irrespective of the form of such transaction), then either (a) the RCC Interests shall be conveyed additionally at the option of the General Partner in its sole discretion; provided, that RCC shall be allocated a share of the total transaction proceeds in respect of the RCC Interest on a basis reflecting its then present value with reference to the valuations of the subject transaction (as mutually agreed between the General Partner and RCC, or failing agreement within 15 days of consummation of such transaction, then, as determined by Arbitration (as defined below in this paragraph)) or, alternatively, (b) if mutually agreed between the acquiror, the General Partner and RCC, the RCC Interest shall be preserved by the terms of the subject transaction. It is understood and agreed that the consent of RCC shall not be required for any such transaction, except in any transaction involving an Affiliate of the General Partner. “Arbitration” shall mean an arbitration conducted under the rules of the American Arbitration Association by either a mutually satisfactory independent arbitrator (or failing agreement on such a person within 15 days after either party requests Arbitration in writing, then, by a panel of three independent arbitrators of which one will be selected by each of the parties and the third will be selected by such nominees, and failing that agreement, then, by the American Arbitration Association). The General Partner shall keep the Limited Partner reasonably informed of the status of negotiations and progress of any such transaction and shall provide to the Limited Partner copies of relevant final (and with respect to material documents, draft) transaction documents. In the event of a transaction described in clause (a) above, the General Partner shall, upon consummation thereof if the Partners shall not have then agreed upon the amount allocable to the RCC Interest, cause to be delivered to a third party escrow agent designated by the General Partner an amount reasonably estimated by the General Partner to be allocable to the Limited Partner in respect of the RCC Interest, which amount shall be held in an interest-bearing escrow account with a bank or financial institution. Such amount shall be held pursuant to a then-customary escrow agreement and all or ...
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Related to Sale of Partnership or Partnership Business

  • Purpose of Partnership The exclusive purpose of the Partnership shall be (i) to own and operate those certain restaurants known as Outback Steakhouse® at those addresses listed on Exhibit A, and such additional restaurants, if any, as may be approved by the Company in its sole discretion and as may hereafter be established by the Partnership (individually, the “Restaurant,” or collectively, the “Restaurants”), utilizing the System and the Proprietary Marks owned by or licensed to the Company and (ii) to engage in any other lawful act, business or activity for which limited partnerships may be formed under the Act and engage in any and all activities necessary, advisable, convenient or incidental thereto. The Limited Partners acknowledge and agree that as between the parties hereto, the Company is the sole and exclusive owner of the System and the Proprietary Marks and neither the Limited Partners nor the Partnership have any right, title, or interest in or to the System or the Proprietary Marks, except as specifically provided in Section 4.5 hereof. Nothing contained herein shall be construed as granting the Partnership or any Partner any exclusive or protected trading area. Nothing contained herein shall be construed as obligating the Company to open additional restaurants on behalf of the Partnership or to authorize the Partnership to open additional Restaurants. Nothing contained herein shall be construed as limiting the Company’s, or its Affiliates’, right to open, or license others to open, Outback Steakhouse® restaurants at any location, and neither the Partnership nor any Limited Partner shall have any interest in such restaurants.

  • Formation of Partnership The Partnership was formed on August 3, 2018 pursuant to the provisions of the Delaware Act.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Purchase or Sale of Partnership Securities The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X.

  • Name of Partnership The name of the Partnership shall be Xxxxxxx Investment Partnership, L.P. or such other name as the General Partner may from time to time designate.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

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