New General Partner. A new general partner will become a party to this Agreement by signing a counterpart of this Agreement and will agree to be bound by all of the provisions of this Agreement and to assume the obligations, duties and liabilities of the General Partner under this Agreement as from the date the new general partner becomes a party to this Agreement.
New General Partner. A new general partner shall not be a "non-Canadian" within the meaning of the Investment Canada Act (Canada) or a "non-resident" or a partnership that is not a "Canadian partnership", in each case, within the meaning of the Income Tax Act (Canada) and will become a party to this Agreement by signing a counterpart hereto and will agree to be bound by all of the provisions hereof and to assume the obligations, duties and liabilities of the General Partner hereunder as from the date the new general partner becomes a party to this Agreement.
New General Partner. A new General Partner accepted hereunder must sign a counterpart hereof and thereupon will be bound by all of the provisions hereof and assume the obligations, duties and liabilities of the General Partner hereunder as and from the date the new General Partner becomes a party to this Agreement and will thereupon file an amending Declaration.
New General Partner. Any action for removal is conditioned on a new General Partner, selected by the Class B Limited Partner, being admitted to the Partnership immediately prior to the effective date of such removal. In connection with such admission, the new General Partner shall (i) make or agree to make such Capital Contributions as all of the Limited Partners specify in exchange for GP Units and (ii) execute a written instrument pursuant to which it agrees to be bound by this Agreement, specifies its address for notice, and makes such representations, warranties, and covenants as the Limited Partners specify. The new General Partner so selected shall be admitted to the Partnership as a General Partner on such terms, and the removal of the former General Partner is effective only immediately subsequent to that admission.
New General Partner. At or prior to the Effective Time, ACMP shall cause New General Partner to be formed as a Subsidiary of ACMP, and ACMP shall, and shall cause New General Partner to, execute and deliver the Surviving WPZ Partnership Agreement.
New General Partner. The New General Partner must be resident in Canada for purposes of the Income Tax Act and must become a party to this Agreement and the Cooperation Agreement by signing counterparts thereof, whereupon the New General Partner shall be bound by all of the provisions of this Agreement and the Cooperation Agreement and shall assume the obligations, duties and liabilities of the General Partner under such agreements as of the date that the New General Partner becomes the general partner.
New General Partner. A new General Partner elected under Section 3.2(l) by the Limited Partners shall purchase from the Partnership no later than the time of the payment to the removed General Partner under Section 2.7, the interest (and any Limited Partnership Interests) which the Partnership purchased from the removed General Partner. The new General Partner shall pay for such interest (and any Limited Partnership Interests) a price agreed to by the Partnership and the new General Partner; provided, that if the parties are not able to agree on the price, the price shall be the same amount as the Partnership pays for the interest (and any Limited Partnership Interests) of the removed General Partner as set forth in Section 2.7 and the price shall be paid in cash, unless otherwise agreed to by the parties.
New General Partner. Any action for removal is conditioned on a new General Partner, selected by the unanimous vote of all of the Limited Partners, being admitted to the Partnership immediately prior to the effective date of such removal. In connection with such admission, the new General Partner shall (i) make or agree to make such Capital Contributions as all of the Limited Partners specify in exchange for a Partnership Interest entitling it to allocations of Profits and Losses and distributions as required by all of the Limited Partners and (ii) execute a written instrument pursuant to which it agrees to be bound by this Agreement, specifies its address for notice, and make such representations, warranties, and covenants as the Limited Partners specify. The new General Partner so selected shall be admitted to the Partnership as a General Partner on such terms, and the removal of the old General Partner is effective only immediately subsequent to that admission.
New General Partner. A new general partner shall not be a person an interest in which is a “tax shelter investment” for the purposes of the Tax Act, shall not be a person that is a “financial institution” for the purposes of the “mark-to-market” rules in section 142.5 of the Tax Act and shall not be a “non-resident” for purposes of the Tax Act, and will become a party to this Agreement by signing a counterpart hereof and will agree to be bound by all of the provisions hereof and to assume the obligations, duties and liabilities of the General Partner hereunder as from the date the new general partner becomes a party to this Agreement.
New General Partner. All references in the body of the Power Purchase Agreement (excluding recitals) to "ABB Hawaiian Cogeneration Inc." are deleted, and substituted with "PSEG Kalaeloa Inc.", except as set forth in Section 7 of this Amendment.
