New Managing GP Sample Clauses

The "New Managing GP" clause establishes the process for appointing a new general partner to manage a partnership in the event the current managing general partner is unable or unwilling to continue. Typically, this clause outlines the conditions under which a replacement can be named, the qualifications required for the new managing GP, and the procedure for approval by the remaining partners or investors. Its core practical function is to ensure continuity in the partnership’s management and operations, minimizing disruption and providing a clear mechanism for leadership transition.
New Managing GP. (1) The New Managing GP must not be a Non-resident and must become a party to this Agreement by signing a counterpart hereof and confirming that the representations, warranties and covenants in Section 2.8(1) are true and correct in respect of the New Managing GP. The New Managing GP must agree to be bound by all of the provisions of this Agreement and any other agreement respecting the Partnership to which the Departing Managing GP is bound and must assume the obligations, duties and liabilities of the Managing GP under such agreements as of the date that the New Managing GP becomes the managing general partner. (2) At any time the Liquidation GP becomes the Managing GP pursuant to the terms of this Agreement, it may appoint a replacement Managing GP for itself, with the consent of the Limited Partner and, while there are Covered Bonds outstanding, the Bond Trustee; provided, however, that if an Issuer Event of Default has occurred and is continuing, the replacement Managing GP shall not be the Issuer or an Affiliate of the Issuer. Following the appointment of a replacement Managing GP for the Liquidation GP, the Liquidation GP shall cease to be the Managing GP and resume its rights and obligations hereunder as liquidation general partner, and shall be treated as a Departing Managing GP, provided that it will not be released as the liquidation general partner pursuant to Section 11.5.
New Managing GP. (1) The New Managing GP must not be a “non resident” of Canada within the meaning of the Income Tax Act and must become a party to this Agreement by signing a counterpart hereof. The New Managing GP must agree to be bound by all of the provisions of this Agreement and any other agreement respecting the Partnership to which the Departing Managing GP is bound and must assume the obligations, duties and liabilities of the Managing GP under such agreements as of the date that the New Managing GP becomes the managing general partner. (2) At any time the Liquidation GP becomes the Managing GP pursuant to the terms of this Agreement, it may appoint a replacement Managing GP for itself, with the consent of the Limited Partner and, while there are Covered Bonds outstanding, the Bond Trustee. Following the appointment of a replacement Managing GP for the Liquidation GP, the Liquidation GP shall cease to be the Managing GP and resume its rights and obligations hereunder as liquidation general partner, and shall be treated as a Departing Managing GP, provided that it will not be released as the liquidation general partner pursuant to Section 11.5.
New Managing GP. The New Managing GP must not be a Non-resident and must become a party to this Agreement by signing a counterpart to this Agreement and confirming that the representations, warranties and covenants in Section 2.8(1) are true and correct in respect of the New Managing GP. The New Managing GP must agree to be bound by all of the provisions of this Agreement and any other agreement respecting the Partnership to which the Departing Managing GP is bound and must assume the obligations, duties and liabilities of the Managing GP under such agreements as of the date that the New Managing GP becomes the managing general partner of the Partnership.

Related to New Managing GP

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

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

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

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