Examples of CRLPA in a sentence
At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the CLLCA and the CRLPA.
At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement and in accordance with the CRLPA and the Xxxxxxx-Xxxxxx Limited Liability Company Act of the State of California ("CLLCA"), Merger Sub shall be merged with and into the Fund, whereby the separate existence of Merger Sub shall cease, and the Fund shall continue its existence under California law as the surviving entity (hereinafter sometimes referred to as the "Surviving Partnership").
The Certificate of Merger shall be duly filed with the California Secretary of State in accordance with the CRLPA.
The Merger shall become effective at the time at which the Certificate of Merger is filed with the California Secretary of State in accordance with the CRLPA, except that if the Certificate of Merger specifies a date subsequent to the date of such filing on which the Merger is to become effective, the Merger shall be effective on such specified subsequent date (the "Effective Time").
At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement and in accordance with the CRLPA and the Xxxxxxx-Xxxxxx Limited Liability Company Act of the State of California ("CLLCA"), Merger Sub shall be merged with and into the Partnership, whereby the separate existence of Merger Sub shall cease, and the Partnership shall continue its existence under California law as the surviving entity (hereinafter sometimes referred to as the "Surviving Partnership").
At and after the Effective Time, -------------------- the Merger shall have the effects set forth in the DGCL and the CRLPA.
Partners shall be required to repay Partnership distributions to the extent provided in the CRLPA.
The General Partner agrees to prepare and file and the Partners agree to execute a certificate of limited partnership, any amendments thereto, and such other instruments, documents and papers as the General Partner deems necessary or appropriate to carry out the intent of this Agreement, and to take such other action as the General Partner deems appropriate to maintain the Partnership's status as a Limited Partnership under the CRLPA.
JSK shall be indemnified and held harmless by the Purchaser for all liabilities or obligations of KBC to which JSK shall become subject because it is liable for such liabilities or obligations under the CRLPA in its capacity as general partner of KBC, but excluding any such liabilities or obligations for which the Purchaser Parties are entitled to be indemnified pursuant to Section 10.02 or Article VIII of this Agreement.
CRLPA" means the California Revised Limited Partnership Act, as amended from time to time.