Common use of Succession as General Partner Clause in Contracts

Succession as General Partner. The General Partner may not assign its General Partnership Interest, in whole or in part, to any subsidiary or other Affiliate of the General Partner, or to any other Person, without the prior written consent of the Limited Partner. Any corporation into which the General Partner may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the General Partner shall be a party (a “Successor Corporation”), shall be the successor of the General Partner hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that subject to applicable securities and similar laws, the General Partner shall timely notify the Limited Partner in writing of any such prospective merger or consolidation and that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

Appears in 12 contracts

Samples: Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.), Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.), Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.)

AutoNDA by SimpleDocs

Succession as General Partner. The General Partner may not assign its General Partnership Interestinterest, in whole or in part, to any subsidiary or other Affiliate of the General Partner, or to any other Person, without the prior written consent of the Limited Partner. Any corporation into which the General Partner may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the General Partner shall be a party (a “Successor Corporation”), shall be the successor of the General Partner hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that subject to applicable securities and similar laws, the General Partner shall timely notify the Limited Partner in writing of any such prospective merger or consolidation and that the General Partner shall require any such Successor Corporation to expressly accept, in writing, all terms and conditions contained in this Agreement and the Management Agreement. In any such event, the General Partner shall amend the Certificate within 60 days after such succession.

Appears in 1 contract

Samples: Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!