Formation; Partnership Status Sample Clauses

Formation; Partnership Status. The Company was organized on February 12, 2021 as a Delaware limited liability company by filing a Certificate of Formation with the Delaware Secretary of State. This Agreement sets forth the rights, powers, duties and obligations of the Company, its Unitholders, the Manager and officers (if any). To the extent that the rights, powers, duties and obligations of the Company or any Unitholder are different by reason of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall control to the extent permitted by the Act. Certain defined terms used in this Agreement have the meanings given such terms in Article 15. Notwithstanding the foregoing, the Unitholders expressly agree that the Company shall at all times qualify as a Qualified Opportunity Fund and as a “partnership” for federal and state income tax purposes, and the Manager and the Unitholders agree to act at all times in conformity with this stated intention. Without limiting the foregoing, the Company can never have fewer than two (2) Unitholders or other holders of Units who are classified as “partners” for federal income tax purposes, and so, notwithstanding any other provision in this Agreement, no transfer of a Unit will be given effect if it would result in the Company having less than two (2) partners for federal income tax purposes. If necessary to effectuate the intention of this provision, the Manager may direct that a transfer be made into a trust, or to any other regarded entity, for the purpose of achieving both the economic objectives of a transfer and the preservation of partnership status for the Company, as the Manager may determine in his sole and absolute discretion. No Manager or Unitholder shall have authority to take any steps that would terminate the partnership status of the Company unless this Article 1 is expressly modified by a written agreement signed by the Manager and all Unitholders.
Sample 1
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Related to Formation; Partnership Status

  • Partnership Status The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

  • 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.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • 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.

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • 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.

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • 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.

  • No Partnership, Etc The Lenders and Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement, the Notes or in any of the other Credit Facility Documents shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between the Lenders and Borrower or any other Person.

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