Certificate of Limited Partnership and Limited Partnership Agreement Sample Clauses

Certificate of Limited Partnership and Limited Partnership Agreement. The Certificate of Limited Partnership of Operating LP, as in effect immediately prior to the Effective Time, shall continue to be the Certificate of Limited Partnership of the Surviving Partnership. At the Effective Time, in accordance with Section 17-211(g) of the Act, the agreement set forth on Exhibit A attached hereto (the “Limited Partnership Agreement”) shall be adopted as the partnership agreement of the Surviving Partnership.
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Certificate of Limited Partnership and Limited Partnership Agreement. The form of certificate of limited partnership attached to the Certificate of Merger, as amended by the Certificate of Merger, shall be the certificate of limited partnership of the Surviving Entity at the Effective Time and thereafter until amended in accordance with applicable Law and the terms thereof. The limited partnership agreement of Acquisition Sub shall be the limited partnership agreement of the Surviving Entity at the Effective Time and thereafter until amended in accordance with applicable Law and the terms thereof.
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Certificate of Limited Partnership and Limited Partnership Agreement. The Certificate of Limited Partnership of the Fund in effect immediately prior to the Effective Time will be the Certificate of Limited Partnership of the Surviving Entity, until duly amended in accordance with applicable law. The Limited Partnership Agreement of the Fund in effect immediately prior to the Effective Time will be the Limited Partnership Agreement of the Surviving Entity, until duly amended in accordance with applicable law; provided, that it is anticipated that the Limited Partnership Agreement of the Fund as of the date hereof will be amended to (i) provide that the partnership interests in the Fund shall consist of a 0.1% general partnership interest to be held by the New General Partner and a 99.9% limited partnership interest to be held by Parent; (ii) eliminate all preferred returns and “catch up” provisions in the Fund, so that all profits, losses, distributions and other attributes shall be allocated in accordance with the relative partnership interests in the Fund (i.e., 0.1% to the New General Partner and 99.9% to Parent); and (iii) provide for the Fund to be self-managed by the Parent.
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Certificate of Limited Partnership and Limited Partnership Agreement. The Issuer shall not amend its certificate of limited partnership or limited partnership agreement unless the Trustee shall have received written confirmation by the Rating Agencies that after such amendment the Rating Agency Condition will be met.
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Certificate of Limited Partnership and Limited Partnership Agreement. DEVELOPER shall not make any changes in or amendments to its cer tificate of limited partnership or the Limited Partnership Agreement as they are in effect as of the date hereof.
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Related to Certificate of Limited Partnership and Limited Partnership Agreement

  • 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.

  • 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.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • 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.

  • Amendment of Partnership Agreement Meetings (a) Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Ratification of Partnership Agreement Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

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