Execution of Partnership Agreement; No Liability Sample Clauses

Execution of Partnership Agreement; No Liability. (a) Concurrently with the execution of this Agreement, (i) each Limited Partner that is contributing its Limited Partner Contributed Interests to Kramont OP pursuant to Section 1(c)(i) hereof shall execute a counterpart signature page to the Amended and Restated Agreement of Limited Partnership of Kramont OP substantially in the form attached hereto as Exhibit C (the " Partnership Agreement") and (ii) each limited partner that is contributing its Limited Partner Contributed Interests to Holdings pursuant to Section 1(c)(ii) shall execute a counterpart signature page to the Agreement of Limited Partnership of Holdings substantially in the form attached hereto as Exhibit D and a counterpart signature page to the Partnership Agreement. By execution of this Agreement, each Limited Partner hereby appoints Meshon as his, her or its attorney-in-fact, with full power and authority in its, his or her name, place and xxxxx to (i) approve any and all changes to the Partnership Agreement which in his good faith judgment do not adversely affect the economic rights of the Limited Partners as Meshon shall deem necessary or appropriate to effect the transactions contemplated by this Agreement and the Reorganization Agreement, such approval to be conclusively evidenced by Meshon's own execution of a counterpart signature page to the Partnership Agreement, in his capacity as a Limited Partner and an attorney-in-fact and (ii) execute any and all documents and instruments and take all such other actions as may be necessary or appropriate in order to consummate the transactions contemplated by this Agreement.
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Related to Execution of Partnership Agreement; No Liability

  • 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.

  • 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.

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • 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.

  • 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.

  • Membership Agreement You acknowledge that:

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

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