Successor Partnership Sample Clauses

Successor Partnership. If the Partnership is dissolved or to be dissolved for any reason specified in Section 10.1, and any Limited Partner shall deliver to each of the other Limited Partners within thirty (30) days of such event, a written notice demanding that a meeting of Limited Partners be held at the principal place of business of the Partnership at the time set forth in such notice (which shall be not less than ten (10) nor more than thirty (30) days after the date of such notice) the Limited Partners shall hold such meeting. Limited Partners attending such meeting, either in person or by proxy, and having an aggregate Limited Partner Percentage of not less than one hundred percent (100%) may continue the business of the Partnership and reconstitute the Partnership as a successor limited partnership with a new General Partner having the capacity to serve as such and who is able to meet any requirements then imposed by the Code or any rulings or regulations thereunder with respect to general partners of limited partnerships in order that the Partnership not become an association taxable as a corporation. If such Limited Partners shall exercise such right to continue the business of the Partnership, the person appointed by them as the new General Partner and each of the Limited Partners shall execute, acknowledge and file a Limited Partnership Certificate and Agreement. The Limited Partnership Certificate and Agreement shall contain substantially the same provisions as those contained herein, except that the new General Partner shall be allocated such share of the profits, losses and distributions of the Partnership as the Limited Partners appointing such new General Partner shall determine. Such new General Partner shall indicate his acceptance of the appointment by the execution of such Limited Partnership Certificate and Agreement.
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Successor Partnership. A partnership which shall continue the --------------------- business of the Partnership following its dissolution and reconstitution in accordance with the provisions of Article IX.
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Successor Partnership. If the Partnership is dissolved or to be dissolved, the Management Committee may approve the continuation of the business of the Partnership and reconstitute the Partnership as a successor limited partnership with one or more new General Partner(s) having the capacity to serve and who are able to meet any requirements then imposed by the Code or any rulings or regulations under the Code with respect to general partners of limited partnerships in order that the Partnership not become an association taxable as a corporation. If the Management Committee exercises the right to continue the business of the Partnership, the person(s) appointed by them as the new General Partner(s) and the Limited Partners shall execute and acknowledge an Agreement of Limited Partnership on substantially the same provisions as those contained in this Agreement, and the General Partner(s) shall execute, acknowledge and file a Certificate of Limited Partnership. The new General Partner(s) shall indicate acceptance of the appointment by the execution of the Agreement of Limited Partnership and the Certificate of Limited Partnership.
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Successor Partnership. If the Partnership is dissolved or to be dissolved by reason of the Withdrawal of the Managing General Partner without replacement pursuant to Section 8.1(a), Limited Partners whose aggregate Partnership Percentage exceeds twenty-five percent (25%) may call a meeting of the Limited Partners by delivering to each of the other Limited Partners, within thirty (30) days of such Withdrawal, a written notice demanding that a meeting of Limited Partners be held at the principal place of business of the Partnership or at another location at the time set forth in such notice (which shall be not less than fifteen nor more than thirty days after the date of such notice). Limited Partners having all (100%) of the Limited Partnership Interests may, by affirmative vote at such meeting, continue the business of the Partnership and reconstitute the Partnership as a successor limited partnership with a new General Partner if, in the opinion of reputable legal counsel approved by the holders of over 50% of the outstanding LP Units, the proposed reconstitution of the Partnership does not result in the termination of the Partnership within the meaning of Section 708(b) of the Code and does not jeopardize the status of the Partnership for federal income tax purposes. If the Limited Partners exercise this right to continue the business of the Partnership, the Person appointed by them as the new Managing General Partner, the former Managing General Partner, and each of the Limited Partners shall execute, acknowledge and file with the Secretary of State of the State of Delaware a Certificate and Agreement of Limited Partnership that shall contain substantially the same provisions as those contained herein and in the Certificate of Limited Partnership of the Partnership, except that the new Managing General Partner shall be allocated such share of the profits, losses and distributions of the Partnership, or shall be paid such fees, as is determined by Partners whose aggregate Percentage exceeds seventy-five percent (75%). Under this new Certificate and Agreement of Limited Partnership, the former Managing General Partner shall not be then entitled to payment of the unreturned balance in its Capital Account, but instead shall thereafter have the status of an assignee of the GP Units of the former Managing General Partner and shall receive distributions and allocations to which it is entitled under Article IV and this Article VIII. The new General Partner shall indicate its acceptan...
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Successor Partnership. Upon the occurrence of an event described in Paragraph (D) hereof, the partnership shall thereafter be liquidated pursuant to Paragraph (B) hereof unless, within ninety (90) days after such occurrence, all remaining General Partners elect to continue the partnership or, if there is then no remaining General Partner, the remaining Partners having a majority of both the capital and profit interests of the remaining Partners elect in writing to continue the partnership. If an election to continue the partnership is made by the Partners and there is no General Partner, a successor General Partner shall be selected by the Limited Partners having a majority of both the capital and profit interests of the Limited Partners. If an election to continue the partnership is made by the Partners, then the successor General Partner shall have at least a one percent (1%) interest in the Profits and Losses, distributions and other items of the partnership (with a corresponding reduction in the Limited Partners' interest in the partnership); this interest may be sold or given by the Limited Partners to the new General Partner. This agreement shall be amended in order to reflect the admission of the new General Partner. The disqualified General Partner's interest in the partnership shall automatically be converted into a Limited Partner interest representing the disqualified General Partner's then effective interest in the Profits and Losses, distributions and other items of the partnership. The Certificate of Limited Partnership shall be amended to reflect the changes described herein.
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Successor Partnership. 12 Tenant ..................................................................... 12
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Successor Partnership. In the event of the adoption of a resolution dissolving the Partnership, those who constitute Two-Thirds in Interest of the Partners and a Majority of the Partners shall, subject to the provisions hereinafter contained, have the sole and exclusive right, if they so elect, to retain and use any part or all of the Partnership's property and the name of the Partnership or a partnership name that includes any part or all of the Partnership name as then constituted (provided, however, that in no event may the name of my living person be included in the Partnership name or any other partnership name without his consent unless it be also the name of any person now dead who was a partner in any predecessor partnership). In the event of the automatic continuation of the Partnership after any new Partner is added or any Partner dies or Withdraws as provided in Section 3.01, or of an election pursuant to this Section 3.05 to continue the Partnership or form a new partnership after a resolution of dissolution, whether under a supplement to this Agreement, or under a new partnership agreement, the Partners so continuing shall have the sole and exclusive right to do business in the name provided for in this Section 3.05 and with the property provided for in this Section 3.05, free from any and all claims, demands, right, title or interest by or in behalf of any Partner who has died or Withdrawn, except that the continuing Partnership or the new partnership shall pay to each Partner who has died or Withdrawn the amount to which he is entitled as provided in Article Vn below. Any partnership so continuing the business of the Partnership, including any successors to such continuing partnership, whether such partnership or successor is established by supplement to this Agreement or by a new partnership agreement, shall be deemed, for the purposes of this Agreement, a continuation of the Partnership and is herein referred to either as the Partnership or as the "Continuing Partnership." The Continuing Partnership shall be bound by all the obligations of the Partnership. For the purposes of this section, the property of the Partnership shall include all assets, tangible or intangible, all cases, accounts receivable, pending or finished business not yet billed, leasehold interests, the libraries, office furniture, computing and telecommunications equipment and infrastructure, books, papers, files, correspondence, records and documents and, without limitation, all other properti...
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Related to Successor Partnership

  • Successor Company The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any such successor or successors to its business and/or assets, jointly and severally.

  • Successor General Partner Upon the occurrence of an event giving rise to a Withdrawal of a General Partner, any remaining General Partner, or, if there be no remaining General Partner, the Withdrawing General Partner or its legal representative, shall promptly notify the Special Limited Partner of such Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall have been sent as provided herein, the Special Limited Partner shall have the right to become a successor General Partner (and to become the successor managing General Partner if the Withdrawing General Partner was previously the managing General Partner). In order to effectuate the provisions of this Section 13.4 and the continuance of the Partnership, the Withdrawal of a General Partner shall not be effective until the expiration of 120 days from the date on which occurred the event giving rise to the Withdrawal, unless the Special Limited Partner shall have elected to become a successor General Partner as provided herein prior to expiration of such 120-day period, whereupon the Withdrawal of the General Partner shall be deemed effective upon the notification of all the other Partners by the Special Limited Partner of such election.

  • Successor Person Substituted for Company Upon any consolidation or amalgamation by the Company with or merger of the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.1, the successor Person formed by such consolidation or amalgamation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture, the Securities and the Coupons.

  • Successor Company Substituted (a) Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance or transfer, following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. (b) Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. (c) In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate to reflect such occurrence.

  • Successor Corporations A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement.

  • Successor Corporation When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor corporation will be released from those obligations.

  • Successor Corporation to Be Substituted In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and may thereafter exercise every right and power of the Company under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

  • Successor Persons When a successor person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released from those obligations.

  • Successor Investment Company Unless this Agreement has been terminated in accordance with Paragraph 11, the terms and provisions of this Agreement shall become automatically applicable to any investment company which is a successor to the Trust as a result of reorganization, recapitalization or change of domicile.

  • Successor Entity When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity shall be released from those obligations.

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