Tax Status as Partnership; Partnership Agreement Sample Clauses

Tax Status as Partnership; Partnership Agreement. The Borrower shall not alter its status as a partnership for purposes of United States Federal Income taxes. The Borrower shall not, and shall not permit any Subsidiary to, amend or modify any provision of the Partnership Agreement or any other organizational document, or any agreements with Affiliates of the type referred to in Section 9.14, if such amendment or modification could reasonably be expected to have a Material Adverse Effect.
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Tax Status as Partnership; Partnership Agreement. The Parent Guarantor shall not alter its status as a partnership for purposes of United States Federal Income taxes. The Parent Guarantor shall not, and shall not permit any Subsidiary to, amend or modify any provision of the Operating Agreement or any other organizational document, or any agreements with Affiliates of the type referred to in Section 9.13, if such amendment or modification could reasonably be expected to have a Material Adverse Effect.
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Tax Status as Partnership; Partnership Agreement. The Borrower shall not alter its status as a partnership for purposes of United States Federal income taxes. The Borrower shall not, and shall not permit any Subsidiary to, amend or modify any provision of any Organizational Document, or any agreements with Affiliates of the type referred to in Section 9.13, if such amendment or modification could reasonably be expected to be adverse to the Lenders in any material respect; provided that any amendment, supplement or other modification (a) to the definition of the term “Available Cash” contained in the Partnership Agreement that results in an increase in the amount of the Available Cash or (b) that results in an increase in the management fee payable by the Borrower to the General Partner, shall, in each case, be deemed to be adverse to the Lenders in a material respect; provided further that the amendment of the Partnership Agreement in the form of the Amended and Restated Agreement of Limited Partnership of the Borrower described as the “Post-Listing Agreement” attached as Exhibit D to the Confidential Private Offering Memorandum of the Borrower dated as of May 22, 2013 shall not be deemed to be adverse to the Lenders in any material respect.
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Tax Status as Partnership; Partnership Agreement. The Borrower shall not alter its status as a disregarded entity within the meaning of United States Treasury Regulation section 301.7701-3 for purposes of United States Federal income taxes. Each of the Parent and the Borrower shall not, and shall not permit any Subsidiary to, amend or modify any provision of any organizational document, or any agreements with Affiliates of the type referred to in Section 9.13, or file any United States federal income tax or state or local tax elections, if such amendment, modification, or election could reasonably be expected to have a Material Adverse Effect. The Parent will not alter its status as a corporation for purposes of United States Federal income taxes.
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Related to Tax Status as Partnership; 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.

  • 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.

  • 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.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following:

  • 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.

  • Membership Agreement You acknowledge that:

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

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