Foundation Partners Sample Clauses

Foundation Partners. To the extent LumiraDx is unable to meet demand of the TB Lysis System for use with third party tuberculosis tests, as determined by the Foundation, the Foundation shall be entitled to exercise the Humanitarian License to have another party manufacture the TB Lysis System for such third party use in Developing Countries for the purpose of achieving Global Access solely connection with tuberculosis. In such case LumiraDx shall cooperate with any Technology Transfer in accordance with Section 3(o) of the Letter Agreement. .”
Sample 1
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Foundation Partners. Notwithstanding any provision of this Agreement to the contrary, any Limited Partner that is a "private foundation" as described in Section 509 of the Code (a "Foundation Partner"), may elect to withdraw from the Partnership, and upon demand by the General Partner shall withdraw from the Partnership, if either the Foundation Partner or the General Partner shall obtain an opinion of counsel, in form and substance reasonably satisfactory to the General Partner, and signed by counsel reasonably acceptable to the General Partner, to the effect that such withdrawal is necessary in order for the Foundation Partner to avoid (a) excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Section 4940 or Section 4942 or, except to the extent such excise taxes are imposed as a direct result of a Subsequent Change, as defined below, Section 4944 thereof) or (b) a material breach of the fiduciary duties of its trustees under any federal or state law applicable to private foundations or any rule or regulation adopted thereunder by any agency,commission or authority having jurisdiction, provided that such breach is the direct result of a change in the laws applicable to private foundations or in the investment purpose of the Partnership, which change becomes effective after the date of the Closing in which the Foundation Partner becomes a Partner in the Partnership (a "Subsequent Change"). In the event of the issuance of the opinion of counsel referred to in the preceding sentence, the withdrawal of and disposition of the Foundation Partner's interest in the Partnership shall be governed by paragraph 3.4(b) as if the Foundation Partner were an ERISA Partner.
Sample 1
Foundation Partners. (a) Notwithstanding any other provision of this Agreement to the contrary, each Limited Partner that is a private foundation within the meaning of Section 509(a) of the Code (a “Foundation Partner”) may elect to withdraw from the Partnership or reduce its interest therein, or upon demand by the General Partner shall withdraw from the Partnership, or reduce its interest therein, if either the Foundation Partner or the General Partner shall deliver an opinion of counsel (which counsel and opinion shall be reasonably acceptable to both the Foundation Partner and the General Partner) to the effect that there is a material likelihood that such withdrawal or reduction will be necessary in order for the Foundation Partner, the Partnership or the General Partner (or any Affiliate of the General Partner) to avoid (i) excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Section 4940, 4942, 4947 or 4948 thereof) (“Excise Taxes”), or (ii) a material breach of the fiduciary duties of its trustees under any federal or state law applicable to private foundations or any rule or regulation adopted thereunder by any agency, commission, or authority having jurisdiction (other than a breach of fiduciary duties of such trustees based upon the investment strategy or performance of the Partnership) and, in the case of a reduction, specifying the reduction in such Foundation Partner’s interest in the Partnership required to avoid such imposition of tax. In the event of the issuance of the opinion of counsel referred to in the preceding sentence, the withdrawal or reduction in interest by the Foundation Partner, and the disposition of the Foundation Partner’s interest in the Partnership, shall be governed by Section 10.18 as if the Foundation Partner were an ERISA Partner; provided, however, that in the case of a reduction in the Foundation Partner’s interest, the aggregate amount that the Foundation Partner shall be entitled to receive with respect to such reduction will be an amount equal to the amount the Foundation Partner would have been entitled to receive pursuant to Section 10.18 had such Partner withdrawn pursuant to this Section 10.26 multiplied by the percentage by which its interest in the Partnership is to be reduced (and the Foundation Partner’s unpaid Capital Commitment to the Partnership shall be reduced (and the amount of such Foundation Partner’s Capital Commitment paid to the Partnership shall be deemed similarly reduced) by the same percen...
Sample 1
Foundation Partners 
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Related to Foundation Partners

  • Partners If the Partnership declines to purchase said ownership interest under said notice period, each Partner shall jointly and severally be given a first right of refusal within days’ notice to purchase the ownership interest under the same terms and conditions agreed upon by the potential buyer. If more than one (1) Partner agrees to purchase, they shall be obligated to share the terms of the purchase equally.

  • General Partners Each Plains Entity or GP Entity that serves as a general partner of another Plains Entity or GP Entity has full corporate or limited liability company power and authority, as the case may be, to serve as general partner of such Plains Entity or GP Entity, in each case in all material respects, as disclosed in the Pricing Disclosure Package and the Prospectus.

  • Additional Partners (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • 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.

  • Partnership Representative If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will (i) prepare and sign, on behalf of the Issuer, the tax returns of the Issuer and (ii) be designated as the partnership representative of the Issuer under Section 6223(a) of the Code to the extent allowed under the law.

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

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