COMPLIANCE WITH PARTNERSHIP AGREEMENT. All Units and Exchange Rights issued upon the exercise of the Option are governed by, and subject to each of the terms and conditions of, the Partnership Agreement. Upon exercising the Option, Employee shall be admitted to the Operating Partnership as an Employee Limited Partner pursuant to Section 4.7 of the Partnership Agreement in accordance with the terms of the Partnership Agreement and the procedures established by the General Partner for the admission of an Employee Limited Partner thereunder, and shall be deemed to have accepted and agreed to be bound by all the terms and conditions of the Partnership Agreement. The General Partner, in its sole and absolute discretion, may make the exercise of the Option subject to such further terms and conditions, including, without limitation, such additional terms and conditions for admission to the Operating Partnership or the exercise of Exchange Rights, as the General Partner may deem necessary, advisable or appropriate at the time of the exercise. Such additional terms and conditions may be set forth in resolutions adopted by the Board of Directors of the General Partner and/or Crescent, or in such other manner or document as the General Partner, in its sole and absolute discretion, deems necessary, advisable or appropriate.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. Buyer, Seller and, by its execution hereof, the General Partner, agree that upon consummation of the transactions contemplated hereby, (a) Section 9.1 of the Partnership Agreement, which deals with assignments by the limited partners of the Partnership, will be deemed to have been complied with in all respects, and (b) Section 9.6 of the Partnership Agreement (Right of First Offer) will be deemed to have been waived.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. General Partner and Seller each agrees to perform and satisfy each of its obligations under the Partnership Agreement relating to the transfer of the Interest by Seller (including, without limitation, those obligations set forth in Section 11.1 of the Partnership Agreement). General Partner and Seller each agrees to comply with Section 11.2 of the Partnership Agreement for the purposes of substituting Parent as Limited Partner, if applicable.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. To the extent that the grant of the security interest herein created in the Pledged Partnership Interests and the enforcement of the terms hereof require the consent, approval or action of any partner of the subject partnership or compliance with any provisions of the subject partnership agreement, each Pledgor hereby -19- 299 grants such consent and approval and waives any such noncompliance with the terms of said partnership agreements.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. The Pledgors shall comply with their respective obligations under the Partnership Agreement in accordance with the terms thereof. To the extent within the Pledgors' control, the Pledgors shall not permit the Partnership to expand its business beyond the Property without the prior written consent of the Pledgee, which consent will not be unreasonably withheld by the Pledgee.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. DukeNet or Caronet, as ------------------------------------- a Seller within the meaning of Section 10.4 of the Partnership Agreement, will have complied with the provisions of such section with respect to the Right of First Refusal and will have certified to BellSouth PCS that it is free to assign its Equity Interest to BellSouth PCS in accordance with Section 10.4(c) of the Partnership Agreement (it being agreed by BellSouth PCS and each of DukeNet and Caronet that this Agreement will constitute an Outside Offer as defined in the Section 10.4 of the Partnership upon the giving of a Put Notice).
COMPLIANCE WITH PARTNERSHIP AGREEMENT. The Pledgor will comply with the Partnership Agreement.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. In the event of any transfer by the Purchaser of any of the Purchaser Units to ICN under Paragraph 2(d) above, ICN, in its capacity as General Partner of the Partnership and in its capacity as transferee of the Purchaser Units, shall comply with all requirements set forth in the Partnership Agreement for the transfer by a Limited Partner of its Units in the Partnership, including without limitation those set forth in Sections 7.4 and 7.7 therein.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. In the event of any transfer by the Purchaser of any of the Purchaser Units to a Third Party under this Paragraph 5, ICN, in its capacity as General Partner of the Partnership and in its capacity as transferee of the Purchaser Units, if applicable, and such Shareholder, in its capacity as transferee of the Purchaser Units, if applicable, shall comply with all requirements set forth in the Partnership Agreement for the transfer by a Limited Partner of its Units in the Partnership, including without limitation those set forth in Sections 7.4 and 7.7 therein.
COMPLIANCE WITH PARTNERSHIP AGREEMENT. The phrase "to ICN or either of the Shareholders" contained in Paragraph 5(e) of the Agreement is hereby deleted and replaced with the phrase "to a Third Party".
