Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the date of the Original Partnership Agreement, counterparts of the Original Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST LP Euro B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, The Netherlands (“Host”), Stichting Pensioenfonds ABP, a Dutch foundation (stichting) (“ABP”), and Jasmine Hotels Pte Ltd, a Singapore private company limited by shares (“JHPL”), each such party’s subscription for a limited partner interest in the Partnership was accepted by the General Partner and approved by the Limited Partners, and each such party became a Limited Partner (and was shown as such on the books and records of the Partnership). (b) At any time, subject to the prior written unanimous consent of the Partners, the General Partner may cause the Partnership to admit additional Limited Partners or to allow any existing Limited Partner to increase its original Capital Commitment, and in connection therewith, shall cause the value of the assets of the Partnership to be determined pursuant to Section 11.02. The General Partner shall deliver to each Limited Partner a notice (a “NCP Notice”) setting forth (i) the value of the Partnership’s assets giving effect to the admission of the New Commitment Partner or increase in Capital Commitment of an existing Limited Partner, minus the Partnership’s liabilities (the “Partnership Net Asset Value”), (ii) the amount of the Capital Contribution to be made by the New Commitment Partner, and (iii) the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Capital Contributions taking into account the proposed admission of an additional Limited Partner (or an increase in any existing Limited Partner’s Capital Commitment). The resulting Investment Percentage for the New Commitment Partner (defined below) is herein referred to as the “NCP Investment Percentage”. ********* ************************************************************************************************************ *********************************************************************************************************** ****************** *********************************************************************************************************** ************************************************************************************************************ ************************************************************************************************************ ************************************************************************************************************ *********************************************************************************************************** A Person shall become an additional Limited Partner (and shall be shown as such on the books and records of the Partnership) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07. (c) Any Limited Partner admitted to the Partnership pursuant to Section 1.07(b) on any Closing Date other than the First Closing Date (and, including, other than in the case of a pro rata increase by all Limited Partners in their Commitments, any Limited Partner so increasing its Capital Commitment to the extent of any increase in its Capital Commitment on any such subsequent Closing Date) (each such Limited Partner, a “New Commitment Partner”) shall: (i) make a Capital Contribution in the amount set forth in the NCP Notice; (ii) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner pursuant to Section 4.02(a) in respect of Organizational Expenses had such New Commitment Partner been admitted to the Partnership on the First Closing Date ***************** ********************************************************************* (iii) make a Capital Commitment equal to the Capital Commitment set forth in the NCP Notice; provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(c)(i) or 1.07(c)(ii) shall be decreased by the aggregate amount of Capital Contributions theretofore made by such New Commitment Partner. (d) The amount contributed by each New Commitment Partner pursuant to Section 1.07(c)(i) on any Closing Date other than the First Closing Date shall not be available for distribution to the Partners until the second anniversary of such subsequent Closing Date but shall be available to the General Partner for application to Partnership Expenses and investment in Partnership Investments. (e) As promptly as practicable after any Closing Date after the First Closing Date, the Partnership shall distribute to the Limited Partners their pro rata share of the aggregate amounts contributed by the New Commitment Partners pursuant to Section 1.07(c)(ii) on such subsequent Closing Date. (f) It is a condition to the admission of any New Commitment Partner that such New Commitment Partner shall be simultaneously admitted to the TRS CV pursuant to the Corresponding Provision.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Host Hotels & Resorts L.P.), Limited Partnership Agreement (Host Hotels & Resorts, Inc.)
Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the date of the Original Partnership this Agreement, counterparts of the Original Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST LP Euro B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, The Netherlands (“Host”), Stichting Pensioenfonds ABP, a Dutch foundation (stichting) (“ABP”), and Jasmine Hotels Pte Ltd, a Singapore private company limited by shares (“JHPLGIC RE”), in each such party’s case whose subscription for a limited partner interest in the Partnership was has been accepted by the General Partner and approved by the Limited Partners, and each such party became shall become a Limited Partner (and was shall be shown as such on the books and records of the Partnership)) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) each of them and the General Partner of counterparts of this Agreement.
(b) At any time, subject to the prior written unanimous consent of the Partners, the General Partner may cause the Partnership to admit additional Limited Partners or to allow any existing Limited Partner to increase its original Capital Commitment, and in connection therewith, shall cause the value of the assets of the Partnership to be determined pursuant to Section 11.02. The General Partner shall deliver to each Limited Partner a notice (a “NCP Notice”) setting forth (i) the value of the Partnership’s assets giving effect to the admission of the New Commitment Partner or increase in Capital Commitment of an existing Limited Partner, minus the Partnership’s liabilities (the “Partnership Net Asset Value”), (ii) the amount of the Capital Contribution to be made by the New Commitment Partner, and (iii) the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Capital Contributions taking into account giving effect to the proposed admission of an additional Limited Partner (or an increase in any existing Limited Partner’s Capital Commitment), the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Capital Contributions. The resulting Investment Percentage for the New Commitment Partner (defined below) is herein referred to as the “NCP Investment Percentage”. ********************** ************************************************************************************************************ *********************************************************************************************************** *********************************************************************************************************** *********************************************************************************************************** *********************************************************************************************************** ************************************************************************************************************ ************************************************************************************************************ ************************************************************************************************************ *********************************************************************************************************** . A Person shall become an additional Limited Partner (and shall be shown as such on the books and records of the Partnership) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07.
(c) Any Limited Partner admitted to the Partnership pursuant to Section 1.07(b) on any Closing Date other than the First Closing Date (and, including, other than in the case of a pro rata increase by all Limited Partners in their Commitments, any Limited Partner so increasing its Capital Commitment to the extent of any increase in its Capital Commitment on any such subsequent Closing Date) (each such Limited Partner, a “New Commitment Partner”) shall:
(i) make a Capital Contribution in the amount set forth in the NCP Notice;
(ii) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner pursuant to Section 4.02(a) in respect of Organizational Expenses had such New Commitment Partner been admitted to the Partnership on the First Closing Date ******** ****************** ******* ********* ********* ********** *********************************************************************;
(iii) make a Capital Commitment equal to the Capital Commitment set forth in the NCP Notice; provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(c)(i) or 1.07(c)(ii) shall be decreased by the aggregate amount of Capital Contributions theretofore made by such New Commitment Partner.
(d) The amount contributed by each New Commitment Partner pursuant to Section 1.07(c)(i) on any Closing Date other than the First Closing Date shall not be available for distribution to the Partners until the second anniversary of such subsequent Closing Date but shall be available to the General Partner for application to Partnership Expenses and investment in Partnership Investments.
(e) As promptly as practicable after any Closing Date after the First Closing Date, the Partnership shall distribute to the Limited Partners their pro rata share of the aggregate amounts contributed by the New Commitment Partners pursuant to Section 1.07(c)(ii) on such subsequent Closing Date.
(f) It is a condition to the admission of any New Commitment Partner that such New Commitment Partner shall be simultaneously admitted to the TRS CV pursuant to the Corresponding Provision.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Host Hotels & Resorts L.P.), Agreement of Limited Partnership (Host Hotels & Resorts, Inc.)
Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the date of the Original Partnership Agreement, counterparts of the Original Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST LP Euro B.V.I, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, The Netherlands (“Host”), Stichting Pensioenfonds ABP, a Dutch foundation (stichting) (“ABP”), and Jasmine Hotels Pte Ltd, a Singapore private company limited by shares (“JHPL”), each such party’s subscription for a limited partner interest in the Partnership was accepted by the General Partner and approved by the Limited Partners, and each such party became a Limited Partner (and was will be shown as such on the books and records of the PartnershipPartnership in respect of Fund I). Pursuant to the ABP Transfer, ABP transferred its interest to APG. On the execution by HST XX XX, APG and JHPL (or powers of attorney on behalf of such parties) of this Agreement and each such party’s subscription to the Partnership for the purpose of investing in Partnership Investments in Fund II to be indirectly acquired by the Partnership (commencing with the Initial Fund II Hotel Property) was accepted by the General Partner, and each such party shall be granted an interest in Fund II (as will be shown on the books and records of the Partnership in respect of Fund II).
(b) At any time, subject to the prior written unanimous consent of the Partners, the General Partner may cause the Partnership to admit additional Limited Partners, grant additional Limited Partners an interest in one or to more Funds, allow any existing Limited Partner to increase its original Capital CommitmentCommitment with respect to one or more Funds, and and, in connection therewith, shall cause the value of the assets of the Partnership such Fund or Funds to be determined pursuant to Section 11.02. The General Partner shall deliver to each Limited Partner having an interest in a Fund a notice (a “NCP Notice”) setting forth (i) the value of the Partnershipsuch Fund’s assets giving effect to the admission of the New Commitment Partner or the increase in Capital Commitment of an existing Limited PartnerPartner with respect to such Fund, minus the Partnership’s liabilities attributable to such Fund (with respect to a Fund, the “Partnership Fund Net Asset Value”), (ii) the amount of the Capital Contribution to be made by the New Commitment PartnerPartner with respect to such Fund, and (iii) the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Capital Contributions taking into account the proposed admission of an additional Limited Partner (or an increase in any existing Limited Partner’s Capital Commitment). The resulting Investment Percentage for the New Commitment Partner (defined below) is herein referred to as the “NCP Investment Percentage”. ********* ********************************** ******************************************************************************************************** *********************************************************************************************************** ****************** *********************************************************************************************************** ************************************************************************************************************ ************************************************************************************************************ ******************************************************************************************************** ******************************************************************************************************** ******************************************************************************************************** **** ***********. A Person shall become an additional Limited Partner (and shall be granted an interest in one or more Funds (which shall be shown as such on the books and records of the PartnershipPartnership and on the books and records of the Partnership for such Funds) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07.
(c) Any Limited Partner admitted to the Partnership pursuant to Section 1.07(b) on any Closing Date other than the First first Closing Date (and, including, other than in the case of a pro rata increase by all Limited Partners in their Commitments, any Limited Partner so increasing its Capital Commitment to the extent of any increase in its Capital Commitment on any such subsequent Closing Date) (each such Limited Partner, a “New Commitment Partner”) shall:
(i) make a Capital Contribution in the amount set forth in the NCP Notice;
(ii) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner pursuant to Section 4.02(a) in respect of Organizational Expenses had such New Commitment Partner been admitted to the Partnership and been granted an interest in a Fund on the First first Closing Date applicable to such Fund ************************************************************************************** *********************************************************************
(iii) make a Capital Commitment equal to the Capital Commitment set forth in the NCP Notice; provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(c)(i) or 1.07(c)(ii) shall be decreased by the aggregate amount of Capital Contributions theretofore made thereto by such New Commitment PartnerPartner attributable to such Fund; and provided further that, for the avoidance of doubt, this Section 1.07(c) is not applicable to the current Limited Partners in respect of the capital commitment increase in respect of the capitalization of Fund II as set out in Schedule A-2.
(d) The amount contributed by each New Commitment Partner with respect to a Fund pursuant to Section 1.07(c)(i) on any Closing Date other than the First first Closing Date shall not be available for distribution to the Partners until the second anniversary of such subsequent Closing Date but shall be available to the General Partner for application to Partnership Expenses attributable to such Fund and the investment in Partnership InvestmentsInvestments for such Fund.
(e) As promptly as practicable after any Closing Date after the First first Closing Date, with respect to any Fund, the Partnership shall distribute to the Limited Partners having an interest in such Fund, their pro rata share of the aggregate amounts contributed by the New Commitment Partners Partners, with respect to such Fund, having been granted an interest in such Fund pursuant to Section 1.07(c)(ii) on such subsequent Closing Date.
(f) It is a condition to the admission of any New Commitment Partner that such New Commitment Partner shall be simultaneously admitted to the TRS CV pursuant to the Corresponding Provision.
Appears in 1 contract
Samples: Limited Partnership Agreement (Host Hotels & Resorts, Inc.)
Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the date of the Original Partnership Agreement, counterparts of the Original Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST LP Euro B.V.I, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, The Netherlands (“Host”), Stichting Pensioenfonds ABP, a Dutch foundation (stichting) (“ABP”), and Jasmine Hotels Pte Ltd, a Singapore private company limited by shares (“JHPL”), each such partyParty’s subscription for a limited partner interest in the Partnership was accepted by the General Partner and approved by the Limited Partners, and each such party Party became a Limited Partner (and was will be shown as such on the books and records of the PartnershipPartnership in respect of Fund I). Pursuant to the ABP Transfer, ABP transferred its interest to APG. On the date of the Third AAR Partnership Agreement, counterparts of the Third AAR Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST XX XX, APG and JHPL, each such Party’s subscription to the Partnership for the purpose of investing in Partnership Investments in Fund II was accepted by the General Partner, and each such Party was granted an interest in Fund II (and will be shown as such on the books and records of the Partnership in respect of Fund II).
(b) At any time, subject to the prior written unanimous consent of the Partners, the General Partner may cause the Partnership to admit additional Limited Partners, grant additional Limited Partners an interest in one or to more Funds, and/or allow any existing Limited Partner to increase its original Capital CommitmentCommitment with respect to one or more Funds, and and, in connection therewith, shall cause the value of the assets and liabilities of the Partnership such Fund or Funds to be determined pursuant to Section 11.02. The General Partner shall deliver to each Limited Partner having an interest in a Fund a notice (a “NCP Notice”) setting forth (i) the value of the Partnershipsuch Fund’s assets (giving effect to the admission of the New Commitment Partner or Partner, the increase in Capital Commitment of an existing Limited PartnerPartner with respect to such Fund and/or the making of any Direct Loans attributable to such Fund as alternative form of Capital Contribution), minus the #10338536v8 Partnership’s liabilities attributable to such Fund (other than any Direct Loans) (with respect to a Fund, the “Partnership Fund Net Asset Value”), (ii) the amount of the Capital Contribution to be made by the New Commitment PartnerPartner (or, if applicable, the Direct Loan to be made by the New Commitment Partner or its Affiliate) with respect to such Fund, and (iii) the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Commitments, Capital Contributions and Direct Loans (if applicable) taking into account the proposed admission of an additional Limited Partner (or an increase in any existing Limited Partner’s Capital Commitment). The resulting Investment Percentage for the New Commitment Partner (defined below) is herein referred to as the “NCP Investment Percentage”. ********* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ************************************************************************************************************ *********************************************************************************************************** ****************** *********************************************************************************************************** ************************************************************************************************************ ************************************************************************************************************ ************************************************************************************************************ *********************************************************************************************************** . A Person shall become an additional Limited Partner (and shall be granted an interest in one or more Funds (which shall be shown as such on the books and records of the PartnershipPartnership and on the books and records of the Partnership for such Funds) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07.
(c) Any Limited Partner admitted to the Partnership pursuant to Section 1.07(b) on any Closing Date other than the First first Closing Date (and, including, other than in the case of a pro rata increase by all Limited Partners in their Commitments, any Limited Partner so increasing its Capital Commitment to the extent of any increase in its Capital Commitment on any such subsequent Closing Date) (each such Limited Partner, a “New Commitment Partner”) shall:
(i) make a Capital Contribution in the amount set forth in the NCP Notice;
(ii) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner pursuant to Section 4.02(a) in respect of Organizational Expenses had such New Commitment Partner been *Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. #10338536v8 admitted to the Partnership and been granted an interest in a Fund on the First first Closing Date ****************applicable to such Fund * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *********************************************************************; and
(iii) make a Capital Commitment equal to the Capital Commitment set forth in the NCP Notice; provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(c)(i) or 1.07(c)(ii) shall be decreased by the aggregate amount of Capital Contributions theretofore made thereto by such New Commitment PartnerPartner attributable to such Fund; and provided further that, for the avoidance of doubt, this Section 1.07(c) is not applicable to the current Limited Partners in respect of the capital commitment increase in respect of the capitalization of Fund II as set out in Schedule A-2.
(d) The amount contributed by each New Commitment Partner with respect to a Fund pursuant to Section 1.07(c)(i) on any Closing Date other than the First first Closing Date shall not be available for distribution to the Partners until the second anniversary of such subsequent Closing Date but shall be available to the General Partner for application to Partnership Expenses attributable to such Fund and the investment in Partnership InvestmentsInvestments for such Fund.
(e) As promptly as practicable after any Closing Date after the First first Closing Date, with respect to any Fund, the Partnership shall distribute to the Limited Partners having an interest in such Fund, their pro rata share of the aggregate amounts contributed by the New Commitment Partners (including any Direct Loans provided by such Partners or their Affiliates), with respect to such Fund, having been granted an interest in such Fund pursuant to Section 1.07(c)(ii) on such subsequent Closing Date.
(f) It is a condition to the admission of any New Commitment Partner that such New Commitment Partner shall be simultaneously admitted to the TRS CV pursuant to the Corresponding Provision.
Appears in 1 contract
Samples: Limited Partnership Agreement
Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the date of the Original Partnership Agreement, counterparts of the Original Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST LP Euro B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, The Netherlands (“HostHost LP”), Stichting Pensioenfonds ABP, a Dutch foundation (stichting) (“ABP”), and Jasmine Hotels Pte Ltd, a Singapore private company limited by shares (“JHPL”)shares, each such party’s subscription for a limited partner interest in the Partnership was accepted by the General Partner and approved by the Limited Partners, and each such party became a Limited Partner (and was shown as such on the books and records of the Partnership).
(b) At any time, subject to the prior written unanimous consent of the Partners, the General Partner may cause the Partnership to admit additional Limited Partners or to allow any existing Limited Partner to increase its original Capital Commitment, and in connection therewith, shall cause the value of the assets of the Partnership to be determined pursuant to Section 11.02. The General Partner shall deliver to each Limited Partner a notice (a “NCP Notice”) setting forth (i) the value of the Partnership’s assets giving effect to the admission of the New Commitment Partner or increase in Capital Commitment of an existing Limited Partner, minus the Partnership’s liabilities (the “Partnership Net Asset Value”), (ii) the amount of the Capital Contribution to be made by the New Commitment Partner, and (iii) the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Capital Contributions taking into account the proposed admission of an additional Limited Partner (or an increase in any existing Limited Partner’s Capital Commitment). The resulting Investment Percentage for the New Commitment Partner (defined below) is herein referred to as the “NCP Investment Percentage”. *************************************** ************************************************************************************************************ *********************************************************************************************************** *********************************************************************************************************** *********************************************************************************************************** ************************************************************************************************************ ************************************************************************************************************ ************************************************************************************************************ *********************************************************************************************************** *********************************************************************************************************** ********************************************************. A Person shall become an additional Limited Partner (and shall be shown as such on the books and records of the Partnership) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07.
(c) Any Limited Partner admitted to the Partnership pursuant to Section 1.07(b) on any Closing Date other than the First Closing Date (and, including, other than in the case of a pro rata increase by all Limited Partners in their Commitments, any Limited Partner so increasing its Capital Commitment to the extent of any increase in its Capital Commitment on any such subsequent Closing Date) (each such Limited Partner, a “New Commitment Partner”) shall:
(i) make a Capital Contribution in the amount set forth in the NCP Notice;
(ii) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner pursuant to Section 4.02(a) in respect of Organizational Expenses had such New Commitment Partner been admitted to the Partnership on the First Closing Date ***** ******************************************************************************************************* ********************************************************************************************************
(iii) make a Capital Commitment equal to the Capital Commitment set forth in the NCP Notice; provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(c)(i) or 1.07(c)(ii) shall be decreased by the aggregate amount of Capital Contributions theretofore made by such New Commitment Partner.
(d) The amount contributed by each New Commitment Partner pursuant to Section 1.07(c)(i) on any Closing Date other than the First Closing Date shall not be available for distribution to the Partners until the second anniversary of such subsequent Closing Date but shall be available to the General Partner for application to Partnership Expenses and investment in Partnership Investments.
(e) As promptly as practicable after any Closing Date after the First Closing Date, the Partnership shall distribute to the Limited Partners their pro rata share of the aggregate amounts contributed by the New Commitment Partners pursuant to Section 1.07(c)(ii) on such subsequent Closing Date.
(f) It is a condition to the admission of any New Commitment Partner that such New Commitment Partner shall be simultaneously admitted to the TRS CV pursuant to the Corresponding Provision.
Appears in 1 contract
Samples: Limited Partnership Agreement (Host Hotels & Resorts, Inc.)
Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the date of the Original Partnership Agreement, counterparts of the Original Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST LP Euro B.V.I, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, The Netherlands (“Host”), Stichting Pensioenfonds ABP, a Dutch foundation (stichting) (“ABP”), and Jasmine Hotels Pte Ltd, a Singapore private company limited by shares (“JHPL”), each such party’s subscription for a limited partner interest in the Partnership was accepted by the General Partner and approved by the Limited Partners, and each such party became a Limited Partner (and was will be shown as such on the books and records of the PartnershipPartnership in respect of Fund I). Pursuant to the ABP Transfer, ABP transferred its interest to APG. On the execution by HST XX XX, APG and JHPL (or powers of attorney on behalf of such parties) of this Agreement and each such party’s subscription to the Partnership for the purpose of investing in Partnership Investments in Fund II to be indirectly acquired by the Partnership (commencing with the Initial Fund II Hotel Property) was accepted by the General Partner, and each such party shall be granted an interest in Fund II (as will be shown on the books and records of the Partnership in respect of Fund II).
(b) At any time, subject to the prior written unanimous consent of the Partners, the General Partner may cause the Partnership to admit additional Limited Partners, grant additional Limited Partners an interest in one or to more Funds, allow any existing Limited Partner to increase its original Capital CommitmentCommitment with respect to one or more Funds, and and, in connection therewith, shall cause the value of the assets of the Partnership such Fund or Funds to be determined pursuant to Section 11.02. The General Partner shall deliver to each Limited Partner having an interest in a Fund a notice (a “NCP Notice”) setting forth (i) the value of the Partnershipsuch Fund’s assets giving effect to the admission of the New Commitment Partner or the increase in Capital Commitment of an existing Limited PartnerPartner with respect to such Fund, minus the Partnership’s liabilities attributable to such Fund (with respect to a Fund, the “Partnership Fund Net Asset Value”), (ii) the amount of the Capital Contribution to be made by the New Commitment PartnerPartner with respect to such Fund, and (iii) the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Capital Contributions taking into account the proposed admission of an additional Limited Partner (or an increase in any existing Limited Partner’s Capital Commitment). The resulting Investment Percentage for the New Commitment Partner (defined below) is herein referred to as the “NCP Investment Percentage”. ********* ************************************ ********************************************************************************************************** *********************************************************************************************************** ****************** *********************************************************************************************************** ************************************************************************************************************ ************************************************************************************************************ ********************************************************************************************************** ********************************************************************************************************** ********************************************************************************************************** ******* A Person shall become an additional Limited Partner (and shall be granted an interest in one or more Funds (which shall be shown as such on the books and records of the PartnershipPartnership and on the books and records of the Partnership for such Funds) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07.
(c) Any Limited Partner admitted to the Partnership pursuant to Section 1.07(b) on any Closing Date other than the First first Closing Date (and, including, other than in the case of a pro rata increase by all Limited Partners in their Commitments, any Limited Partner so increasing its Capital Commitment to the extent of any increase in its Capital Commitment on any such subsequent Closing Date) (each such Limited Partner, a “New Commitment Partner”) shall:
(i) make a Capital Contribution in the amount set forth in the NCP Notice;
(ii) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner pursuant to Section 4.02(a) in respect of Organizational Expenses had such New Commitment Partner been admitted to the Partnership and been granted an interest in a Fund on the First first Closing Date applicable to such Fund ***************** ************************************************************************
(iii) make a Capital Commitment equal to the Capital Commitment set forth in the NCP Notice; provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(c)(i) or 1.07(c)(ii) shall be decreased by the aggregate amount of Capital Contributions theretofore made thereto by such New Commitment PartnerPartner attributable to such Fund; and provided further that, for the avoidance of doubt, this Section 1.07(c) is not applicable to the current Limited Partners in respect of the capital commitment increase in respect of the capitalization of Fund II as set out in Schedule A-2.
(d) The amount contributed by each New Commitment Partner with respect to a Fund pursuant to Section 1.07(c)(i) on any Closing Date other than the First first Closing Date shall not be available for distribution to the Partners until the second anniversary of such subsequent Closing Date but shall be available to the General Partner for application to Partnership Expenses attributable to such Fund and the investment in Partnership InvestmentsInvestments for such Fund.
(e) As promptly as practicable after any Closing Date after the First first Closing Date, with respect to any Fund, the Partnership shall distribute to the Limited Partners having an interest in such Fund, their pro rata share of the aggregate amounts contributed by the New Commitment Partners Partners, with respect to such Fund, having been granted an interest in such Fund pursuant to Section 1.07(c)(ii) on such subsequent Closing Date.
(f) It is a condition to the admission of any New Commitment Partner that such New Commitment Partner shall be simultaneously admitted to the TRS CV pursuant to the Corresponding Provision.
Appears in 1 contract
Samples: Limited Partnership Agreement (Host Hotels & Resorts, Inc.)
Admission of Limited Partners; Additional Limited Partners; Increase of Capital Commitments. (a) On the date of the Original Partnership Agreement, counterparts of the Original Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST LP Euro B.V.I, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, The Netherlands (“Host”), Stichting Pensioenfonds ABP, a Dutch foundation (stichting) (“ABP”), and Jasmine Hotels Pte Ltd, a Singapore private company limited by shares (“JHPL”), each such partyParty’s subscription for a limited partner interest in the Partnership was accepted by the General Partner and approved by the Limited Partners, and each such party Party became a Limited Partner (and was will be shown as such on the books and records of the PartnershipPartnership in respect of Fund I). Pursuant to the ABP Transfer, ABP transferred its interest to APG. On the date of the Third AAR Partnership Agreement, counterparts of the Third AAR Partnership Agreement were executed and delivered by (or, pursuant to a power of attorney, on behalf of) each of HST XX XX, APG and JHPL, each such Party’s subscription to the Partnership for the purpose of investing in Partnership Investments in Fund II was accepted by the General Partner, and each such Party was granted an interest in Fund II (and will be shown as such on the books and records of the Partnership in respect of Fund II).
(b) At any time, subject to the prior written unanimous consent of the Partners, the General Partner may cause the Partnership to admit additional Limited Partners, grant additional Limited Partners an interest in one or to more Funds, and/or allow any existing Limited Partner to increase its original Capital CommitmentCommitment with respect to one or more Funds, and and, in connection therewith, shall cause the value of the assets and liabilities of the Partnership such Fund or Funds to be determined pursuant to Section 11.02. The General Partner shall deliver to each Limited Partner having an interest in a Fund a notice (a “NCP Notice”) setting forth (i) the value of the Partnershipsuch Fund’s assets (giving effect to the admission of the New Commitment Partner or Partner, the increase in Capital Commitment of an existing Limited PartnerPartner with respect to such Fund and/or the making of any Direct Loans attributable to such Fund as alternative form of Capital Contribution), minus the #10338536v8 Partnership’s liabilities attributable to such Fund (other than any Direct Loans) (with respect to a Fund, the “Partnership Fund Net Asset Value”), (ii) the amount of the Capital Contribution to be made by the New Commitment PartnerPartner (or, if applicable, the Direct Loan to be made by the New Commitment Partner or its Affiliate) with respect to such Fund, and (iii) the resulting Capital Commitment, Investment Percentages, Commitment Percentages, Available Commitment Percentages, Capital Commitments and Commitments, Capital Contributions and Direct Loans (if applicable) taking into account the proposed admission of an additional Limited Partner (or an increase in any existing Limited Partner’s Capital Commitment). The resulting Investment Percentage for the New Commitment Partner (defined below) is herein referred to as the “NCP Investment Percentage”. ********* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ************************************************************************************************************ *********************************************************************************************************** ****************** *********************************************************************************************************** ************************************************************************************************************ ************************************************************************************************************ ************************************************************************************************************ *********************************************************************************************************** . A Person shall become an additional Limited Partner (and shall be granted an interest in one or more Funds (which shall be shown as such on the books and records of the PartnershipPartnership and on the books and records of the Partnership for such Funds) upon execution and delivery by (or, pursuant to a power of attorney, on behalf of) such Person and the General Partner of counterparts of this Agreement, subject to the terms of this Section 1.07.
(c) Any Limited Partner admitted to the Partnership pursuant to Section 1.07(b) on any Closing Date other than the First first Closing Date (and, including, other than in the case of a pro rata increase by all Limited Partners in their Commitments, any Limited Partner so increasing its Capital Commitment to the extent of any increase in its Capital Commitment on any such subsequent Closing Date) (each such Limited Partner, a “New Commitment Partner”) shall:
(i) make a Capital Contribution in the amount set forth in the NCP Notice;
(ii) make a Capital Contribution in an amount equal to the aggregate amount of Capital Contributions that would have been made by such New Commitment Partner pursuant to Section 4.02(a) in respect of Organizational Expenses had such New Commitment Partner been #10338536v8 admitted to the Partnership and been granted an interest in a Fund on the First first Closing Date ****************applicable to such Fund * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *********************************************************************; and
(iii) make a Capital Commitment equal to the Capital Commitment set forth in the NCP Notice; provided that, with respect to any New Commitment Partner that is a Limited Partner increasing its Capital Commitment on such Closing Date, the amount payable by such New Commitment Partner pursuant to Section 1.07(c)(i) or 1.07(c)(ii) shall be decreased by the aggregate amount of Capital Contributions theretofore made thereto by such New Commitment PartnerPartner attributable to such Fund; and provided further that, for the avoidance of doubt, this Section 1.07(c) is not applicable to the current Limited Partners in respect of the capital commitment increase in respect of the capitalization of Fund II as set out in Schedule A-2.
(d) The amount contributed by each New Commitment Partner with respect to a Fund pursuant to Section 1.07(c)(i) on any Closing Date other than the First first Closing Date shall not be available for distribution to the Partners until the second anniversary of such subsequent Closing Date but shall be available to the General Partner for application to Partnership Expenses attributable to such Fund and the investment in Partnership InvestmentsInvestments for such Fund.
(e) As promptly as practicable after any Closing Date after the First first Closing Date, with respect to any Fund, the Partnership shall distribute to the Limited Partners having an interest in such Fund, their pro rata share of the aggregate amounts contributed by the New Commitment Partners (including any Direct Loans provided by such Partners or their Affiliates), with respect to such Fund, having been granted an interest in such Fund pursuant to Section 1.07(c)(ii) on such subsequent Closing Date.
(f) It is a condition to the admission of any New Commitment Partner that such New Commitment Partner shall be simultaneously admitted to the TRS CV pursuant to the Corresponding Provision.
Appears in 1 contract
Samples: Limited Partnership Agreement (Host Hotels & Resorts L.P.)
