The Surviving Partnership Clause Samples

The Surviving Partnership. At the Partnership Merger Effective Time, in connection with the transactions set forth in Section 2.2 hereof, and in accordance with Section 17-301(b)(3) of the DRULPA, (i) the general partner of Merger Sub II shall automatically, and without any further action of any Person, be admitted to the Surviving Partnership as the sole general partner of the Surviving Partnership, (ii) the Surviving Corporation shall automatically, and without any further action of any Person, be admitted to the Surviving Partnership as the sole limited partner of the Surviving Partnership, and (iii) the Surviving Partnership shall continue without dissolution.
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The Surviving Partnership. At the Partnership Merger Effective Time, (i) the Third Amended and Restated Certificate of Limited Partnership of the Operating Partnership attached as Exhibit A hereto shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided by applicable Law and (ii) the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 3, 1998, as in effect immediately prior to the Partnership Merger Effective Time (the “Operating Partnership Agreement”) shall be the agreement of limited partnership of the Surviving Partnership until thereafter amended as provided therein or by applicable Law.
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The Surviving Partnership 
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Related to The Surviving Partnership

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • REIT A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. Sale or Sales. Any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate Related Asset or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.