Tax Status of Limited Partners Sample Clauses

Tax Status of Limited Partners. Each Limited Partner covenants and agrees to promptly provide evidence to the General Partner upon request of such Limited Partner's status under the Tax Act or any similar statute affecting the status of the Partnership or of any other matter which affects or may from time to time affect such status.
Sample 1
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Tax Status of Limited Partners. Each Limited Partner covenants and agrees to promptly provide evidence to the General Partner upon request of such Limited Partner’s status under the Tax Act or any similar statute affecting the status of the Fund or of any other matter which affects or may from time to time affect such status. Each Limited Partner acknowledges and agrees that the General Partner may require any Limited Partner that ceases to be a Canadian Resident Person to sell its Units to one or more persons or entities that are Canadian Resident Persons if absent such sale or sales the Fund would cease to be a Canadian partnership within the meaning of the Tax Act; provided, however, that the General Partner may not require such a sale in order to admit a new Limited Partner pursuant to Section 9.3. Each Limited Partner acknowledges and agrees that the General Partner may require any Limited Partner that is a Financial Institution to sell its Units to one or more persons or entities that are not Financial Institutions if absent such sale the Fund would be a Financial Institution; provided, however, that the General Partner may not require such a sale in order to admit a new Limited Partner pursuant to Section 9.3 and, provided further, that if there is more than one Limited Partner that is a Financial Institution, (i) the order in which Units held by Limited Partners who are Financial Institutions (whether by reason of a Transfer of Units to a Financial Institution or because a Limited Partner that was not previously a Financial Institution shall become a Financial Institution) shall be required to be sold pursuant to this sentence shall be inverse to the length of the period of time that the Unit has been held by a Limited Partner that is a Financial Institution (with the Units so held for the shortest period of time being required to be sold first) and (ii) where two or more Limited Partners who are Financial Institutions have held such Units for the same period of time, each such Limited Partner shall be required to sell such number of Units as is proportional to the number of such Units held by each of them, respectively. In the event that a Limited Partner fails to comply with either such request, the General Partner shall have the right to sell such Limited Partner’s Units or to purchase the same on behalf of the Fund at fair value as determined by a valuation made by the General Partner, which determination will be final and binding and not subject to review or appeal.
Sample 1

Related to Tax Status of Limited Partners

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Admission of Limited Partners It is expressly agreed that this Agreement may be amended from time to time to reflect the admission of additional Limited Partners and the Company shall have full power and authority to execute and file such amendments pursuant to the power of attorney contained herein. Prior to being admitted to the Partnership, a Limited Partner shall agree in writing to be bound by and comply with all provisions of this Agreement. No other person or entity shall be admitted to the Partnership except with the prior written consent of the Company.

  • 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.

  • 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.

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