Special General Partner. Mauna Loa shall be the Special General Partner until it ceases to be a General Partner. If Mauna Loa serves as Managing General Partner by virtue of Section 14.12, Mauna Loa shall again become Special General Partner when it ceases to serve as Managing General Partner pursuant to Section 14.12 unless the Limited Partners have elected a new Special General Partner or removed Mauna Loa.
Special General Partner. Xxxxx Watermark Holdings 2, LLC and any permitted transferee of the special general partnership interest under the agreement of limited partnership of the Operating Partnership. "Sponsor." W. P. Xxxxx Inc. and any other Person directly or indirectly instrumental in organizing, wholly or in part, CWI 2 or any person who will control, manage or participate in the management of CWI 2, and any Affiliate of any such person. Sponsor does not include a person whose only relationship to CWI 2 is that of an independent property manager and whose only compensation is as such. Sponsor also does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services. "Subadvisor." CWA 2, LLC, an Illinois limited liability company. "Subadvisory Agreement." The Subadvisory Agreement, dated as of the date hereof (as amended from time to time), between the Advisor and the Subadvisor.
Special General Partner. Subject to Section 10 and this Section 20, the Special General Partner may not assign or transfer in whole or in part (or collaterally assign, encumber, xxxxx x xxxx or security interest in) its special general partner interest in the Partnership, except to (i) the transferee of all of the NFR Property, or (ii) a Permitted Lender following foreclosure of such Permitted Lender’s mortgage lien and security interests (or its receipt of a deed in lieu of foreclosure). Subject to Section 10 and Section 22, the transferee of a special general partner interest in the Partnership shall be admitted to the Partnership as a special general partner of the Partnership upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If the Special General Partner transfers all of its special general partner interest in the Partnership pursuant to this Section 20(a)(ii), such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Special General Partner shall cease to be a special general partner of the Partnership.
Special General Partner. VJM Corporation. a California corporation. or any substitute Special General Partner admitted in accordance with the terms of this Agreement.
Special General Partner. On the Commencement Date, the Special General Partner shall contribute to the Partnership cash in the amount of $2,500,000. Such amount shall be paid by cash, certified or cashier’s check or by wire transfer. The Special General Partner shall not be required to contribute any additional amounts to the Partnership.
Special General Partner. ALLOCATIONS Notwithstanding anything in this Section 2.4, if at any time the General Partner's Capital Account is reduced to zero, 100% of Net Loss from Portfolio Investments, Organizational Expenses and Partnership Expenses Not Allocable to Portfolio Investments ("Excess Losses") will be debited against the Capital Accounts of the Limited Partners pro rata according to their respective Partner Interests. With respect to each quarterly period thereafter 100% of Short-Term Investment Income and Net Profits from Portfolio Investments will be credited to the Capital Accounts of the Limited Partners in proportion to their respective Partner Interests, until the Excess Losses have been recouped (i.e., an amount has been allocated 100% to the Limited Partners equal to the amount of the Excess Losses), at which time the allocations of Short-Term Investment Income and Net Profits from Portfolio Investments set forth in 2.4.2 and 2.4.3 above, respectively, will be reinstated;
Special General Partner. 3.11.1 The Special General Partner is authorized, at the appropriate time, on behalf of and without further authority from the Limited Partners, to sign the annual financial statements of the Limited Partnership, as approved by the Managing General Partner and any other documents, deeds or other instruments approved by the Managing General Partner which require the signature of two general partners. Save for this authorisation, but subject to the Act, the Special General Partner shall not have any further rights, obligations, powers (including any power to bind the Limited Partnership) or entitlements under this Agreement or in respect of the Limited Partnership.
3.11.2 The Special General Partner may be removed and replaced by the Limited Partners in accordance with the provisions of section 3.8, above as if the provisions thereof applied mutatis mutandis to the removal of the Special General Partner and as if each reference therein to the “Managing General Partner” was a reference to the “Special General Partner”.
3.11.3 The provisions of section 3.9 shall apply mutatis mutandis to any removal of the Special General Partner as if each reference therein to the “Managing General Partner” was a reference to the “Special General Partner”.
Special General Partner. Special General Partner is admitted to the Partnership solely as a general partner without economic rights with respect to any capital, profit, loss, deductions, credits and allowances of the Partnership or any cash or other property distributable by the Partnership.
Special General Partner. SYN Inc., a Delaware corporation, so long as it holds a general partner interest in the Company and shall be the special general partner as provided in the MLP Agreement, and any successor to such position as special general partner, so long as such successor shall hold such position. SUBSIDIARY: of any Person, means any corporation, limited liability company, business trust, association, partnership, joint venture or other business entity at least a majority (by number of votes) of the stock of any class or classes (or equivalent interests) of which is at the time owned by such Person or by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, if the holders of the stock of such class or classes (or equivalent interests) (a) are ordinarily, in the absence of contingencies, entitled to vote for the election of a majority of the directors (or Persons performing similar functions) of such business entity, even though the right so to vote has been suspended by the happening of such a contingency, or (b) are at the time entitled, as such holders, to vote for the election of the majority of the directors (or Persons performing similar functions) of such business entity, whether or not the right so to vote exists by reason of the happening of a contingency. Unless the context otherwise requires, any reference to a Subsidiary shall mean a Subsidiary of the Company or the Operating Partnership, as the case may be. SUBSIDIARY GUARANTEE AGREEMENT: the meaning specified in the OP Note Agreements. UNIFORM COMMERCIAL CODE: the Uniform Commercial Code or similar statute in effect from time to time in any jurisdiction. UNRESTRICTED SUBSIDIARY: any Subsidiary other than a Restricted Subsidiary which is organized under the laws of the United States of America or any state thereof or the District of Columbia and substantially all of the operating assets of which are located in, and substantially all of the business of which is conducted within the United States of America and which business consists principally of the distribution of propane gas or related supplies and equipment. WHOLLY OWNED: as applied to any Subsidiary (other than the Operating Partnership), a Subsidiary all of the outstanding shares (other than directors' qualifying shares, if required by law) of every class of stock or other equity interests of which are at the time owned by the Company or by one or more Wholly Owned Restricted Subsidiaries or by the Com...
Special General Partner. By execution of Amendment No. 1 to this Agreement, CF Partners covenants and agrees that, as long as it serves as Special General Partner, (a) it will not withdraw unless with respect to a withdrawal pursuant to Section 13.2, the Partnership has received the Opinion of Counsel that any such withdrawal or transfer would not result in the loss of limited liability of any Limited Partner or the limited partner of any Operating Partnership and would not cause the Partnership or such Operating Partnership to be treated as an association taxable as a corporation for federal income tax purposes, and (b) its partners will maintain an aggregate fair market net worth in excess of $7,000,000 (for this purpose such net worth being computed excluding any interest in, or receivable due from, the Partnership or any Operating Partnership and any assets not generally available to the claims of creditors due to marital property, bankruptcy or similar laws and including any federal income, inheritance and estate tax liabilities that would become due either upon a disposition by the party of all assets included in determining his net worth or upon the dissolution or death of the party) provided that no partner of CF Partners shall be liable to the Partnership for the failure of any other partner of CF Partners to maintain a proportionate share of such net worth.
