Status of Limited Partner Sample Clauses

Status of Limited Partner. (a) The Limited Partner shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, nor shall it have the power to act for of bind the Partnership, such powers being vested solely and exclusively in, the General Partner. (b) No Limited Partner shall have any personal liability whatever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses except to the extent provided in the Act.
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Status of Limited Partner. The Limited Partners represent and warrant to the General Partner that each: (a) are not a "non-resident" of Canada within the meaning of the Tax Act; and (b) are municipalities incorporated under the MGA; and (c) have the power, capacity and authority to enter into and be bound by this Agreement; and (d) complied with the necessary requirements in the MGA to enter into this Agreement and become Limited Partners.
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Status of Limited Partner. Each Limited Partner, at the time of subscribing for a Unit, represents and warrants to and covenants with each other Partner, that he: (a) is and shall continue to be a “resident” of Canada within the meaning of The Income Tax Act (Canada); and is acquiring a Unit or Units for the purpose of earning income therefrom; (b) has the capacity and competence to enter into and be bound by this Agreement and does thereby irrevocably affirm, and become a party, to this Agreement and bound hereby; (c) shall not assign or purport to assign any Unit to any person who would be unable to make the representations and warranties in paragraphs (a) and (b) above and will not dispose of any Unit until the person to whom such disposition is made has agreed to be bound by the terms and conditions of this Agreement; and (d) shall at the request of the General Partner provide such evidence of his status as the General Partner may require.
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Status of Limited Partner. 16 SECTION 8.1. Partnership Management....................................... 16 SECTION 8.2. Interest in the General Partner's Assets..................... 16 SECTION 8.3.
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Status of Limited Partner. If the Limited Partner shall Transfer all of its Interest, it shall continue to be a Limited Partner of the Partnership unless and until a substituted Limited Partner is admitted in its stead.
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Status of Limited Partner. The Limited Partner shall not participate in the control or management of the business of the Partnership. The interest of the Limited Partner in the Partnership shall not in any way prohibit or restrict same from engaging in or owning an interest in any other business venture of any nature, including any venture which might be competitive with the business of the Partnership.
Sample 1
Status of Limited Partner. (a) The Limited Partner shall not participate in the management or control of the Partnership's business, nor transact any business for the Partnership, nor have the power to act for or bind the Partnership. (b) The Limited Partner shall not have any personal liability whatsoever to the Partnership or to any other Partner or to the creditors of the Partnership for the debts of the Partnership or any of its losses. (c) The death or legal incapacity or dissolution of the Limited Partner shall not cause a dissolution of the Partnership, but the rights of the Limited Partner to share in the profits and losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such an event with respect to the Limited Partner, devolve upon its successor, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership.
Sample 1
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Status of Limited Partner. (a) The Limited Partners shall not be bound by, or personally liable for, the expenses, liabilities or obligations of the Partnership, except as provided in the Act. The Limited Partners shall not be required or obligated to make contributions of any sort whatsoever to the capital of the Partnership in excess of their initial Capital Contribution, if any; provided, however, that a Limited Partner receiving a distribution shall be liable to the Partnership to the extent provided by the Act. (b) To the extent the Limited Partners exercise rights with respect to material matters relating to the Partnership or its affairs, or otherwise exercise rights in relation to the Partnership, such powers shall be exercised under and in conformity with the provisions of the Act and this Agreement so as not to constitute taking part in the control of the business of the Partnership.
Sample 1
Status of Limited Partner 
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Related to Status of Limited Partner

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership. (b) The Partnership is formed for the object and purpose of (and the nature of the business to be conducted by the Partnership is) engaging in any lawful activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing.

  • Rights of Limited Partners Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Admission of Limited Partners (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV, and except as provided in Section 4.9, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is a Non-citizen Assignee shall be determined in accordance with Section 4.9 hereof. (b) The name and mailing address of each Limited Partner shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1 hereof. (c) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.2(a).

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Withdrawal of Limited Partners No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

  • Liability of Limited Partners Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.

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