Counsel for the Partnership definition
Examples of Counsel for the Partnership in a sentence
Counsel for the Partnership shall give its written opinion to the General Partner (the expenses of which shall be borne by the transferring Limited Partner) as to whether any contemplated Transfer would cause the termination of the Partnership for Federal income tax purposes and the General Partner shall be entitled to rely conclusively upon such opinion in determining whether such Transfer would cause the termination of the Partnership and whether consent to such disposition should be given.
Counsel for the Partnership and counsel for the Purchaser had a telephone conversation on May 9, 1996 which was later confirmed by letter, that there was no relationship between the Purchaser and those certain third parties.
Counsel for the Partnership in connection with this Subscription and the Partnership’s issuance of Units is also counsel to the General Partner.
If requested by the Representatives, the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel for the Partnership Parties and the General Counsel for the Partnership Parties, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Units to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
Counsel for the Partnership shall give its written opinion to the General Partner as to whether any contemplated Transfer would cause the termination of the Partnership for Federal income tax purposes and the General Partner shall be entitled to rely conclusively upon such opinion in determining whether such Transfer would cause the termination of the Partnership and whether consent to such disposition should be given.
U.S. Counsel for the Partnership shall have furnished to the Representatives, at the request of the Partnership, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.
No modification shall be made to this Agreement except by written amendment signed by all Partners, provided, however, that in the case of a scrivener s error acknowledged as such by the General Partner or Counsel for the Partnership and by the Investment Corporation, this Agreement shall be amended to correct such error, and if required as a result thereof under the Act, the amendment shall be promptly filed or recorded.
Texas Annex B - Page 2 Annex C to Underwriting Agreement Standard Provisions [Form of Opinion of Counsel for the Partnership] Set forth below are the forms of opinions and statements to be rendered or made by Morgan, Lewis & Bockius LLP, counsel for the General Partner and the P▇▇▇▇▇▇▇▇▇▇.
If other purchasers are obligated or agree to purchase the Offered Units of a defaulting or withdrawing Underwriter, the Partnership or the Representatives may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of Counsel for the Partnership or Counsel for the Underwriters, may be necessary.
Counsel for the Partnership may give its opinion to the General Partner as to whether or not such Transfer would cause the termination of the Partnership for federal income tax purposes and the opinion shall be conclusive and binding upon all Partners.