Organizational Limited Partner Sample Clauses

Organizational Limited Partner. Upon the admission to the Partnership of any Limited Partner, the Organizational Limited Partner shall withdraw from the Partnership as the Organizational Limited Partner and shall be entitled to the return of his Capital Contribution, if any, without interest or deduction, and shall cease to be a Limited Partner of the Partnership.
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Organizational Limited Partner. At and as of the Time of Delivery, the Partnership interest of the Organizational Limited Partner was terminated and the Partnership Interest of BMC was as described in Section 4.1.
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Organizational Limited Partner. Upon the admission to the Fund of any Limited Partner, the Organizational Limited Partner shall withdraw from the Fund as the Organizational Limited Partner and shall be entitled to the return of its Capital Contribution, if any, without interest or deduction, and shall cease to be a limited partner of the Fund.
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Organizational Limited Partner. The Organizational Limited Partner who is hereby admitted as the organizational limited partner of the Partnership is Xxxxxxxxxxx X. Xxxxxxxx, 00 Xxxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxx 00000. Upon admission to the Partnership of the Initial Limited Partners, the Organizational Limited Partner will withdraw from the Partnership and receive a return of his Capital Contribution.
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Organizational Limited Partner. In order to create the Partnership under the California Act, the Partnership has heretofore accepted a capital contribution in the amount of $10 from the Organizational Limited Partner for an interest as a Limited Partner. Any allocations, interest, or other profit which may have resulted from the investment or other use of such amount paid by the Organizational Limited Partner to the Partnership prior to admittance of the Initial Limited Partners shall be allocated 99% to the General Partner and 1% to the Organizational Limited Partner. The interest acquired by the Organizational Limited Partner pursuant to this Section 2.7 is not transferable except by operation of law.
Sample 1
Organizational Limited Partner. In order to create the Partnership under the Delaware Act, the General Partner has accepted contributions to the capital of the Partnership in the amount of $990 from the Organizational Limited Partner for an interest in the Partnership, and the Organizational Limited Partner has been admitted to the Partnership as a Limited Partner. As of the Commencement Date and the admission to the Partnership of the Initial Limited Partners, the interest in the Partnership of the Organizational Limited Partner shall be terminated and the amounts contributed by him to the Partnership shall be refunded and the Organizational Limited Partner shall withdraw as a Limited Partner. Ninety-nine percent (99%) of any interest or other profit which may have resulted from the investment or other use of such amounts paid by the Organizational Limited Partner to the Partnership shall be allocated and distributed to the Organizational Limited Partner and the balance thereof shall be allocated and distributed to the General Partner. The interest in the Partnership of the Organizational Limited Partner is not transferable except by operation of law.
Sample 1
Organizational Limited Partner. At and as of the Time of Delivery, the Partnership Interest of the Organizational Limited Partner was exchanged for a LP Unit and the Organizational Limited Partner automatically became a Limited Partner and the Partnership Interest of RTI was as described in Section 4.1(a).
Sample 1
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Organizational Limited Partner. 2.10 Both General and Limited Partner....................................
Sample 1
Organizational Limited Partner. In order to form the Partnership under the Delaware RULPA, the General Partner has accepted contributions to the capital of the Partnership in the amount of $10.00 from Edwin Jacobson, as an organizational limited partner, for an interest xx xxx Xxxxxxrship, and Edwin Jacobson thereafter assigned all rights, title and interest in xxx xx xxxx xxterest to CMC which has been admitted to the Partnership as a limited partner of the Partnership and as part of the assignment, the General Partner and Organizational Limited Partner entered into the Second Agreement which is amended and restated in its entirety by this Agreement.
Sample 1

Related to Organizational Limited Partner

  • Additional Limited Partners Subject to the other terms of this Agreement, the rights and obligations of an Additional Limited Partner to which Units are issued shall be set forth in such Additional Limited Partner’s Partner Agreement, the Unit Designation relating to the Units issued to such Additional Limited Partner or a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement (but shall not require the approval of any Limited Partner) and shall be incorporated herein by this reference. Such rights and obligations may include, without limitation, provisions describing the vesting of the Units issued to such Additional Limited Partner and the reallocation of such Units or other consequences of the Withdrawal of such Additional Limited Partner other than due to a breach of any of the covenants in Section 2.13(b) or, if applicable, any of those provided in such Additional Limited Partner’s Partner Agreement.

  • 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.

  • Admission of Additional Limited Partners A. After the admission to the Partnership of the initial Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner.

  • Good Standing of the Operating Partnership; Partnership Agreement The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Maryland and has partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership as of the most recently completed fiscal quarter for which financial statements have been filed with the Commission is as set forth in the Prospectus. The Seventh Amended and Restated Partnership Agreement of the Operating Partnership has been duly and validly authorized, executed and delivered by or on behalf of the partners of the Operating Partnership and constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to rights to indemnity and contribution thereunder, except as rights may be limited by applicable law or policies underlying such law.

  • 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.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless:

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Allocations to Additional Limited Partners If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Fiscal Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Fiscal Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration method, in which event Net Income, Net Losses, and each item thereof would be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner.

  • 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.

  • Admission of Initial Limited Partners Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the General Partner and the Underwriters as described in Section 5.3 in connection with the Initial Offering, the General Partner shall admit such parties to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or Incentive Distribution Rights issued to them.

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