PARTNERSHIP ACTIONS. The Parties have committed to partnership actions to ensure key structural changes are implemented across the country by all governments to give effect to the Priority Reforms. The partnership actions are a baseline of activity for joined up national action on the Priority Reforms. Government Parties will implement additional actions to give effect to the Priority Reforms through their implementation plans. The Joint Council will monitor progress against the partnership actions. New partnership actions will be agreed by the Parties to the Agreement throughout the life of this Agreement, including as existing actions are completed.
PARTNERSHIP ACTIONS. Promptly after the incurrence thereof, notice of any Partnership's (i) incurrence of Debt, (ii) change in accounting treatment or reporting practices (which change shall not affect any reporting requirements set forth herein or the Loan Documents), except as permitted by GAAP and disclosed to the Administrative Agent, (iii) change in tax reporting treatment, except as permitted by law, (iv) amendment of any partnership agreement, regulations, or management agreement between such Partnership and any Company and copies of any such amendment certified by an officer of Borrower as being true and correct, and (v) change in its insurance; and
PARTNERSHIP ACTIONS. The Partners hereby authorize the Partnership to execute and deliver the Operative Documents to which it is to be a party, and ratify execution and delivery of all Operative Documents to which the Partnership is a party which have been previously executed and delivered.
PARTNERSHIP ACTIONS. (a) Subject to Section 5.2, the Partnership shall file with the SEC, on or as promptly as practicable after the filing by Purchaser of the Offer Documents, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as supplemented or amended from time to time, and including the exhibits thereto, the “Schedule 14D-9”), including the Conflicts Committee Recommendation and the GP Board Recommendation, and Purchaser shall cause the Schedule 14D-9 to be mailed to the holders of the Units along with the Offer Documents, provided that in no event shall Purchaser be required to delay the mailing of the Offer Documents in order to include the Schedule 14D-9 with such mailing. The Partnership shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9, and each of the Partnership and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect, and the Partnership shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of the Units, in each case as and to the extent required by applicable federal securities Laws. Purchaser and its counsel shall be given reasonable time and opportunity to review and comment upon the Schedule 14D-9 prior to filing such documents with the SEC or dissemination of such documents to the holders of the Units, and the Partnership, the Conflicts Committee and their respective counsel shall consider in good faith any comments thereto made by Purchaser or its counsel. The Partnership shall (i) provide Purchaser and its counsel with any written comments or requests (and inform them of any oral comments or requests) for additional information the Partnership or its representatives may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or requests, (ii) provide to Purchaser and its counsel reasonable time and opportunity to review and comment upon any written responses thereto prior to responding to such comments or requests, (iii) consider in good faith any comments thereto made by Purchaser or its counsel, and (iv) consult (to the extent practicable) with Purchaser and its couns...
PARTNERSHIP ACTIONS. The Partners hereby authorize the Partnership to, and ratify (including for purposes of Section 4.01) all action having been taken to, execute and deliver the Operative Documents to which it is or is specified to be a party, including all certificates, agreements and other documents required in connection therewith on the Closing Date. SECTION 9.02. Initial Members of the Governing Board. (a) The initial representatives of the IBM Partner on the Governing Board shall be those individuals specified by the IBM Partner in writing at the Closing. (b) The initial representatives of the CIRRUS Partner on the Governing Board shall be those individuals specified by the CIRRUS Partner in writing at the Closing. ARTICLE X Certain Agreements of the Partners SECTION 10.01. Transfer of or Liens on Partners' Interests. Each Partner agrees that it shall not Transfer, or grant or permit to exist any Lien (except Permitted Liens) on, all or any part of its right, title or interest in, to or under the Partnership or this Agreement without the prior written consent of the other Partner (which may be withheld in its sole discretion), and any such purported Transfer or Lien made without such consent shall be void; provided, however, that a Partner may assign any part or all of its interest in the Partnership to a United States Subsidiary of such Partner's Parent if (i) the assignee agrees in writing to become a party hereto and assumes all the obligations of the assigning Partner hereunder and under each other Operative Document to which the assigning Partner is a party and (ii) immediately after giving effect to such assignment, an Event of Default or an event or condition that with the giving of notice or lapse of time or both would constitute an Event of Default shall not exist. Following the effectiveness of any such assignment, the assigning Partner shall no longer have the assigned right, title or interest in the Partnership or under this Agreement and the assignee shall be substituted as a Partner for all purposes of this Agreement to the extent of the assigned interest. The assigning Partner shall not, however, be released or discharged from any existing liability or obligation to any Person. Except as provided above in this Section 10.01 or as otherwise agreed by the Partners, no Person shall be admitted as an additional or substituted general partner of the Partnership. Except to the extent required by law, the Partnership shall have no obligation to recognize or to ...
PARTNERSHIP ACTIONS. All actions taken by Advisors have been duly authorized, and no such actions have been taken in breach or violation of any Advisors Governing Document.
PARTNERSHIP ACTIONS. Copies of the documents reflecting action by the Seller and its corporate general partner (including, to the extent applicable, resolutions of the general partner of the Seller), certified as being correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement, and of the agreements and instruments called for hereunder, and the consummation of the transactions contemplated hereby and by such agreements and instruments.
PARTNERSHIP ACTIONS. Seller shall obtain all consents of its general and limited partners necessary to consummate the contemplated transactions. 8. COVENANTS OF BUYER AND CCG PRIOR TO CLOSING DATE. 8.1.
PARTNERSHIP ACTIONS. The transfer of the Transferred Assets to Buyer (or a wholly owned subsidiary of Buyer) pursuant hereto shall have been approved by the requisite percentage of the partners of each Partnership and by the requisite percentage of the shareholders of VVSC in accordance the terms of any Partnership Agreement, any shareholders agreement applicable to the shareholders of VVSC or applicable law. In addition, each of the Partnership Agreements shall have been amended (to the extent required) (i) to admit Buyer (or its designated subsidiary) as a general partner of such Partnership, (ii) to authorize Buyer to acquire the HealthFirst Management Agreement with such Partnership, (iii) to authorize Buyer to transfer its interest in and Management Agreement with such Partnership to THVG on or after the date Buyer acquires HealthFirst's interest in THVG and to substitute THVG (or its designated affiliate) as the general partner of such Partnership and (iv) to waive any concompetition covenant therein that would otherwise be applicable to Buyer or THVG.
