SURVIVING PARTNERSHIP AGREEMENT Sample Clauses

SURVIVING PARTNERSHIP AGREEMENT. A true, correct and complete copy of the Surviving Partnership Agreement is attached hereto as EXHIBIT "D". The Surviving Partnership hereby agrees that, with the following exceptions, the Surviving Partnership Agreement shall not be further amended on or prior to the Effective Date: (i) the Surviving Partnership Amendments, (ii) amendments in connection with the issuance of additional shares under HME's Dividend Reinvestment Stock Purchase, Resident Stock Purchase and Employee Stock Purchase Plan, (iii) amendments in connection with mergers or other transactions similar to the Merger which are currently in process wherein additional Units are issued in connection with the acquisition of real property or of interests in entities which own real property, the provisions of which have been disclosed in writing to the Merged Partnership prior to the execution of this Agreement, and (iv) the formation of a subsidiary of HME to hold Units owned by HME.
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SURVIVING PARTNERSHIP AGREEMENT. The Partnership Agreement shall be amended and restated as of the OP Effective Time in accordance with the instructions of Parent (and subject to the prior consent of the Operating Partnership, which consent shall not be unreasonably withheld) and, as so amended and restated, shall be the agreement of limited partnership of the Surviving Partnership until thereafter modified or amended as provided therein or in accordance with applicable Law.
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SURVIVING PARTNERSHIP AGREEMENT. 4 Purchaser Material Adverse Effect.26 Takeover Statute.................25
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SURVIVING PARTNERSHIP AGREEMENT. 1.3 Taxes............................................................ 2.17
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Related to SURVIVING PARTNERSHIP AGREEMENT

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Membership Agreement You acknowledge that:

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Ratification of Partnership Agreement Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

  • Amendment of Partnership Agreement Meetings (a) Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

  • 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, whether at law or in equity, against the Partnership or any Partner.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

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