Non-Managing General Partner Clause Samples

Non-Managing General Partner. (a) H▇▇▇▇ REIT Properties, L.P., a Delaware limited partnership whose general partner is H▇▇▇▇ Real Estate Investment Trust, Inc., a Maryland corporation, is a general partner of the Partnership and is designated the non-managing general partner of the Partnership (the “Non-Managing General Partner”). The Non-Managing General Partner shall be a “general partner” for all purposes under the Act, but shall have only those rights, duties, and obligations accorded to it by this Agreement and shall have no power to bind the Partnership or act on behalf of the Partnership independently of the Managing General Partner. (b) Notwithstanding any other provision of this Agreement, the Managing General Partner shall not take any of the following actions without the approval of the Non-Managing General Partner: (i) declare distributions to Partners in accordance with this Agreement; (ii) incur Indebtedness in the name of the Partnership or which is recourse to the Partnership; (iii) select any Appraiser; (iv) make any decision concerning the sale, transfer or disposition of any Investment in any third-party transaction; provided, that the value of such Investments is greater than 20% of the Gross Asset Value of the Partnership’s assets; (v) approve the merger or consolidation of the Partnership with an unrelated third party; (vi) make any amendments, revisions or modifications to Section 5.2 hereof or any other provisions of this Agreement with respect to investment policies or procedures; (vii) make any amendment to this Agreement which, under the terms of this Agreement, requires the consent of the Managing General Partner and of Limited Partners by a Majority LP Vote or higher vote; (viii) remove or appoint any Property Manager or approve renewals, amendments or modifications to any Property Services Agreement; (ix) remove or appoint any Investment Advisor that is an Affiliate of H▇▇▇▇, or approve renewals, amendments or modifications to any Advisory Agreement between the Partnership or any Operating Company, on the one hand, and any Investment Advisor that is an Affiliate of H▇▇▇▇, on the other; (x) sell Investments to H▇▇▇▇ or any Affiliate of H▇▇▇▇ or acquire Investments from H▇▇▇▇ or any Affiliate of H▇▇▇▇; (xi) merge or consolidate the Partnership with any Affiliate of H▇▇▇▇; or (xii) any other matters as is specified in this Agreement.
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Non-Managing General Partner. Notwithstanding anything to the contrary contained in this Agreement, the General Partner may, in its discretion at any time and without the prior consent of the Limited Partners or the Advisory Committee, admit ▇▇▇▇▇ REIT Properties, L.P., a Delaware limited partnership whose general partner is ▇▇▇▇▇ Real Estate Investment Trust, Inc., a Maryland corporation, as a non-managing general partner of the Partnership (the "Non-Managing General Partner"). In such event, (i) the Non-Managing General Partner shall be deemed to be a general partner of the Partnership for all purposes under the Act, but shall have only those rights, privileges, powers and obligations set forth on Schedule 5.11, (ii) the General Partner shall automatically be deemed to be the managing general partner of the Partnership (the "Managing General Partner") and, as such, shall have all rights, privileges, powers and obligations as the General Partner has under this Agreement, and (iii) this Agreement shall be amended by the Managing General Partner, without the consent of any other Partners, in the manner set forth on Schedule 5.11.
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Non-Managing General Partner. Notwithstanding anything to the contrary contained in this Agreement, the General Partner may, in its discretion at any time and without the prior consent of the Limited Partners or the Advisory Committee, admit one Approved ▇▇▇▇▇ Entity as a non-managing general partner of the Partnership (the "Non-Managing General Partner"). In such event, (i) the Non-Managing General Partner shall be deemed to be a general partner of the Partnership for all purposes under the Act, but shall have only those rights, privileges, powers and obligations set forth on Schedule 5.11, (ii) the General Partner shall automatically be deemed to be the managing general partner of the Partnership (the "Managing General Partner") and, as such, shall have all rights, privileges, powers and obligations as the General Partner has under this Agreement, and (iii) this Agreement shall be amended by the Managing General Partner, without the consent of any other Partners, in the manner set forth in Schedule 5.11. As used herein, the term "Approved ▇▇▇▇▇ Entity" means (A) an Entity (1) whose formation was sponsored by ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇, (2) which elects to be taxed as a "real estate investment trust" as defined in Section 856 of the Code and applicable Regulations, (3) which has filed to have equity securities issued by it registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (4) a majority of whose board of directors or other governing body is composed of persons who are not employees or agents of ▇▇▇▇▇ or of any Affiliate of ▇▇▇▇▇, or (B) an Affiliate of such an Entity that such Entity Controls.
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Related to Non-Managing General Partner

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

  • Reimbursement of General Partner (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

  • Interest of Departing General Partner and Successor General Partner (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant. (b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee) shall become a Limited Partner and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly issued Common Units. (c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section 11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest.

  • Joint Union/Management Committee It shall be appropriate for either the Union or the University to request that a Joint Union/Management committee be convened, with Environmental Health and Safety as a participating member, to discuss health and safety concerns and to explore options for addressing those concerns through appropriate training or other approaches.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.