Designated Partner Clause Samples

Designated Partner. Customer may authorize a Designated Partner to place orders on Customer’s behalf, manage Customer’s purchases, and provide and receive notices and other communications to and from ▇▇▇▇▇.▇▇. If the Designated Partner’s distribution right expires or is terminated, Customer must select an authorized replacement ▇▇▇▇▇.▇▇ Partner or, if available, purchase directly from ▇▇▇▇▇.▇▇. Customer acknowledges nothing in the immediately preceding sentence will be interpreted to govern Customer’s relationship with the Designated Partner, which relationship (including termination rights) will be governed by the agreement entered into between Customer and the Designated Partner. ▇▇▇▇▇.▇▇ Partners and other third-parties are not agents of ▇▇▇▇▇.▇▇ and are not authorized to enter into any agreement with Customer on behalf of ▇▇▇▇▇.▇▇. Notwithstanding anything to the contrary in a NDA, Customer hereby consents to ▇▇▇▇▇.▇▇ providing the Designated Partner with Administrator Data to permit the Designated Partner to perform its services including, without limitation, administering Customer’s account, providing Customer with subscription-related announcements and notices, billing Customer for the Software and associated services, and providing Software-related training. Customer acknowledges the Designated Partner may process such data according to the terms of Designated Partner’s agreement with Customer, and the Designated Partner’s privacy commitments may differ from ▇▇▇▇▇.▇▇.
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Designated Partner. RXR 11 ▇▇▇▇ Vehicle LP, a Delaware limited partnership
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Designated Partner. (a) The LLP will have 2 (Two) designated partners (“Designated Partners”), who will be as set out below.There shall be no limit on the number of Partners to be admitted. 1. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ (b) The Designated Partners will provide their written consent to act as a Designated Partner of the LLP in the form and manner prescribed under the Limited Liability Partnership Act,2008. (c) There shall be at least two Designated Partners of the LLP. (d) The Designated Partners shall satisfy all the conditions and requirements as may be prescribed by the Central Government in that behalf. (e) The Designated Partners shall be entitled to remuneration for carrying on the business or management of the Limited Liability Partnership. (f) The Designated Partner can appoint any person as his representative by passing a Board Resolution. Upon the death or cessation of such representative, the Designated Partner can appoint another representative by passing a Board Resolution.
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Designated Partner. Designated partners are partners of limited liability partnership with additional responsibility from other partners which include: compliance of the LLP with the provisions of Companies and Allied Matters Act like: filing of any document; return; statement and other report under the Act and as may be specified in the limited liability partnership agreement. They are liable to penalties imposed on the LLP for any contravention of the provisions of the Act.6 At least two designated partners who are individuals and at least one of them shall be resident in Nigeria is a requirement for every LLP. If the partners of a limited liability partnership are all bodies corporate or has one or more partners as individuals and bodies corporate, it is required that at least two individuals who are partners of the LLP or nominees of the bodies corporate shall act as designated partners. It is worthy of note that nothing stops a limited liability partnership from appointing all partners of the LLP as designated partners.7 First designated partners are appointed at incorporation by the partners and specified in the incorporation documents as such. Subsequent designated partners are appointed by the partners in accordance with the LLP’s partnership agreement. For a person to be appointed a designated partner, he must give his prior written consent to act as such to the LLP. Within 30 days of appointment of a designated partner, the LLP shall file with Corporate Affairs Commission the particulars of the individual who has given his consent to act as designated partner.8 A partner ceases to be a designated partner of LLP once he ceases to be a partner of the LLP.9 Where there is vacancy in the position of a designated partner, the limited liability partnership shall appoint a designated partner within 30 days of the vacancy arising. If no designated partner is appointed after the vacancy 1 Sections 769(1) of the Act; op. cit. p. 3. It must be pointed out that, the liability of the limited liability partnership and partners shall be unlimited for all or any of the debts or other liabilities of the limited liability partnership where the LLP and its partners acted with intention to defraud creditors or for any fraudulent purpose. 2 Ibid, section 771(1) & & schedule fifteen of the Act, op. cit. p. 12. 3 The liabilities of LLP can be satisfied from its property. 4 Schedule fifteen of the Act, op. cit. p. 12 5 Ibid. 6 Sections 750 of the Act; op. cit. p. 3. 7 Ibid, section 749. 8 ...
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Designated Partner. Subject to receipt by Barco on all payments due hereunder, any rights granted to Customer under this Agreement extend to the End User. Upon Customer’s default, Barco shall ensure continuity of the Services to End User following appointment of an alternative partner, authorized to act on End User’s behalf and certified by Barco (on such certification requirements made part of Barco’s partner onboarding procedures), and any pending default being remedied to Barco’s satisfaction, acting reasonably.
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Designated Partner. The parties agree that the Employee shall inform the Employer in writing as to the identity of the "Designated Partner" for purposes of Section 14.3 Bereavement Leave. Such written designation is a condition for granting of leave under Section 14.3. Section 14.3 does not affect any other contractual benefit.
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Related to Designated Partner

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

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

  • Limited Partner The name and address of the New Limited Partner of the Partnership is ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act. B. The General Partner shall not engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests (“Termination Transaction”) unless (1) the Termination Transaction has been approved by a Consent of the Partners and (2) either clause (a) or (b) below is satisfied: (a) in connection with such Termination Transaction all Limited Partners either will receive, or will have the right to elect to receive, for each Common Unit an amount of cash, securities, or other property equal to the product of the REIT Shares Amount and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share in connection with the Termination Transaction; provided, that, if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each Holder of Common Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised its right to Redemption (as set forth in Section 8.6) and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated; or (b) the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the surviving entity are held directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the holders of Common-Equivalent Units own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iii) the rights, preferences and privileges of such holders in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (iv) such rights of the Limited Partners include at least one of the following: (a) the right to redeem their interests in the Surviving Partnership for the consideration available to such persons pursuant to Section 11.2.B(a); or (b) the right to redeem their Common Units for cash on terms equivalent to those in effect with respect to their Common Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the REIT Shares.