PROFITS LIMITED PARTNERS Sample Clauses

PROFITS LIMITED PARTNERS. If any Profits Limited Partner (A) fails to make, in a timely manner, any contributions required to be made by such Limited Partner pursuant to Section 6.12 or Section 10.1(b), or (B) fails to defer compensation at the time and in the amount required by the MMC Capital Plan, and any such failure continues for ten Business Days after receipt of written notice thereof from the General Partner (a "PROFITS LIMITED PARTNER DEFAULT"), then such Limited Partner (a "DEFAULTING PROFITS LIMITED PARTNER") may be designated by the General Partner as in default and shall thereafter be subject to the provisions of this Section 5.3(b). To the extent permitted by the MMC Capital Plan, the General Partner may choose not to designate any Profits Limited Partner as a Defaulting Profits Limited Partner and may agree to waive or permit the cure of all or part of any default by such Defaulting Profits Limited Partner, subject to such conditions as the General Partner and the Defaulting Profits Limited Partner may agree upon. Except as may be otherwise provided in this Agreement, in the event that a Profits Limited Partner becomes a Defaulting Profits Limited Partner, (I) such a Defaulting Profits Limited Partner's interest in the Partnership attributable to such Defaulting Profits Limited Partner's unfunded deferral under the MMC Capital Plan would be purchased by the relevant Employer Limited Partner or its designee for $1.00, and (II) such Defaulting Profits Limited Partner shall not have a right to receive any distributions with respect to any Portfolio Investment made on or after the date on which such Defaulting Profits Limited Partner failed to make deferrals when due under the MMC Capital Plan. For the avoidance of doubt, amounts deferred pursuant to the MMC Capital Plan by a Profits Limited Partner but not yet invested in Portfolio Investments at the time of a Profits Limited Partner Default by such Profits Limited Partner shall not be invested in Portfolio Investments. In addition, such Defaulting Profits Limited Partner shall contribute to the Partnership an amount equal to the contribution, if any, that such Defaulting Profits Limited Partner would be required to make to the Partnership pursuant to Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of Profits Limited Partner Default for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dis...
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Related to PROFITS LIMITED PARTNERS

  • 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.

  • 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:

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Reports to Limited Partners (a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

  • 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.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • 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.

  • Contributions by Initial Limited Partners (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting 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.

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