MLP Partnership Agreement Sample Clauses

MLP Partnership Agreement. Notwithstanding any other provision of this Agreement, the Members agree that to the extent any provision of this Agreement contradicts with or is in conflict with any provision of the MLP Partnership Agreement, the provisions of the MLP Partnership Agreement shall control.
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MLP Partnership Agreement. The MLP Partnership Agreement as in effect immediately prior to the Effective Time will remain unchanged (except as otherwise provided by this Agreement) and will be the partnership agreement of the Surviving Entity from and after the Effective Time, and thereafter may be amended as provided therein or by Law.
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MLP Partnership Agreement the First Amended and Restated Agreement of Limited Partnership of the MLP, dated July 2, 2007, as amended, supplemented, amended and restated, or otherwise modified from time to time. National Securities Exchange – has the meaning ascribed to such term in the MLP Partnership Agreement. Officers – any person elected as an officer of the Company as provided in Section 6.03(a), but such term does not include any person who has ceased to be an officer of the Company.
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MLP Partnership Agreement. The MLP Partnership Agreement constitutes a valid and binding agreement of the General Partner, and is enforceable against the General Partner, in its capacity as general partner of the MLP, in accordance with its terms;
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MLP Partnership Agreement. Each party hereto that holds units of limited partnership interest in the MLP shall consent to an amendment and restatement of the limited partnership agreement of the MLP to reflect such changes thereto as are necessary to (i) admit the Corporation as the general partner of the MLP, (ii) consent to the withdrawal of MLP GP LLC as the general partner of the MLP, (iii) effect a unit split such that each unit of limited partnership interest in the MLP will have the same value with respect to the assets of the MLP as each share of common stock of the Corporation and that each unit existing on the date of this agreement shall be treated consistently in such unit split with each other unit and (iv) such other provisions as are necessary to effect the agreements set forth herein and as are customary for limited partnerships in an umbrella partnership real estate investment trust (UPREIT) structure, which agreement shall be in substantially the form and substance attached hereto as Exhibit B, with such modifications thereto as are necessary to reflect the agreements provided for in the letter agreement; provided, that if the Offering Funding provision and provisions related thereto that would have the effect of delaying a redemption date beyond the 10th Business Day after receipt by the Corporation of a Notice of Redemption (as defined in the agreement of the MLP) including, but not limited to, the provisions of clauses (i), (ii) and (iii) of the definition of “Specified Redemption Date” ]but in the case of the inapplicability of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”), only to the extent that HSR is deemed by the staff of the Premerger Notification Office of the Federal Trade Commission not to be applicable to acquisitions of voting stock of real estate investment trusts by other real estate investment trusts or another exemption therefrom is not available] are included in the agreement of the MLP to be signed upon closing of the IPO, then the Corporation and the MLP shall agree that the Offering Funding option and provisions related thereto shall not be applicable to Vornado.
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MLP Partnership Agreement the First Amended and Restated Agreement of Limited Partnership of the MLP, dated July 2, 2007, as amended, supplemented, amended and restated, or otherwise modified from time to time.
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Related to MLP Partnership Agreement

  • 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 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.

  • 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.

  • 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.

  • Membership Agreement You acknowledge that:

  • 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 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.

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

  • Operating Agreement You haves received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, and, that upon acceptance of this Agreement by the Company, you will become a member of the Company as a holder of Shares. When this Agreement is countersigned by the Company, the Operating Agreement shall be binding upon you as of the closing date.

  • AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

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