Status of Each Limited Partner Sample Clauses

Status of Each Limited Partner. Each Limited Partner represents and warrants to, and covenants with, each other Partner that:
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Status of Each Limited Partner. Each Limited Partner represents and warrants to each other Limited Partner and to the General Partner that such Limited Partner: (a) is not a "non-resident" of Canada within the meaning of the Income Tax Act (Canada) or a "non-Canadian" for the purposes of the Investments Canada Act (Canada); (b) if an individual, is of the age of majority and has the capacity and competence to enter into and be bound by this Agreement; (c) if a corporation, possesses the corporate power and authority to enter into and be bound by this Agreement; (d) if the trustee of a trust, has the power and authority to act for and bind such trust and to enter into and be bound by this Agreement; (e) is not, and no interest in the Limited Partner is, a "tax shelter investment" as defined for the purposes of the Income Tax Act (Canada). Each Limited Partner covenants and agrees that he will not permit his representations and warranties under this section to become untrue at any time, nor transfer nor purport to transfer his Units to any Person if such change, transfer or purported transfer: (i) does not comply with the provisions article 15, (ii) will have the effect of altering the status of the Limited Partnership in relation to the Income Tax Act (Canada) or any similar statute affecting such status or, (iii) does not comply with applicable securities laws. Each Limited Partner covenants and agrees that he will promptly provide evidence to the General Partner upon request that his representations and warranties under this section 4.1 remain true or of any other matter which affects or may from time to time affect the Limited Partnership or the General Partner.
Sample 1

Related to Status of Each Limited Partner

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • 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.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • 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.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited 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.

  • PARTNER The term “Partner” shall mean any person who is a General Partner or a Limited Partner in the Partnership.

  • 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.

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