CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions Of The Partners Prior to the execution of this Agreement, the Partners have made the Capital Contributions as set forth in the Partner Registry. On the date hereof, the Partners own Partnership Units in the amounts set forth in the Partner Registry and have Percentage Interests in the Partnership as set forth in the Partner Registry. The number of Partnership Units and Percentage Interest shall be adjusted in the Partner Registry from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or any of its Subsidiaries, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in the Partner Registry. One thousand (1,000) Partnership Units shall be deemed to be the General Partner’s Partnership Units and shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5, 10.5, and 13.3 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise, provided that such Capital Account deficit did not arise by reason of distributions in violation of this Agreement or applicable law or other actions in violation of this Agreement or applicable law.
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CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions Of The Partners Prior of the Partners; Restatement of Capital Accounts on the Effective Date ElderTrust Realty Group, Xxxxxx X. Xxxxxxx, Xx., D. Xxx XxXxxxxx, Xx. and ET Partnership previously made Capital Contributions to the execution of this Partnership. Pursuant to the Act and the Prior Agreement, the General Partner has been admitted to the Partnership as an additional limited partner without having made a capital contribution. On the Effective Date, ElderTrust Realty Group shall withdraw from the Partnership. Also on the Effective Date, ET Partnership shall be liquidated and Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xx. and MGI shall acquire the limited partnership interests previously held by ET Partnership. On the Effective Date, the General Partner and the Limited Partners have made other than MGI, Xxxxxx X. Xxxxxxx, Xx. and D. Xxx XxXxxxxx, Xx. shall make the Capital Contributions as set forth described in the section captioned "Formation Transactions" in the final prospectus of the General Partner Registryin connection with the initial public offering of the Shares. On the date hereofEffective Date, the Partnership shall be recapitalized so that the Partners shall own Partnership Units in the amounts set forth in the Partner Registry Exhibit A and shall have a Percentage Interests Interest in the Partnership as set forth in the Partner Registry. The number of Partnership Units and Exhibit A, which Percentage Interest shall be adjusted in the Partner Registry Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s 's Percentage Interest occurring after the date hereof in accordance with the terms of this AgreementInterest. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or any of its SubsidiariesPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in the Partner Registry. One thousand (1,000) Exhibit A. A number of Partnership Units held by the General Partner equal to one-tenth of one percent (0.1%) of all outstanding Partnership Units (as of the Effective Date) shall be deemed to be the General Partner’s Partner Partnership Units and shall be the General Partnership Interest of the such General Partner. All other Partnership Units held by the General Partner Partners shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5, 10.5, 7.5 and 13.3 10.5 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth for those Partners listed on Exhibit G who have entered into one or more Deficit Restoration Obligation Agreements and have agreed thereby to contribute an amount of cash up to the amount listed next to each such Partner's name on Exhibit G in Section 13.3 hereofthe event of the liquidation of the Partnership pursuant to Article XIII, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise, provided that such Capital Account deficit did not arise by reason of distributions in violation of this Agreement or applicable law or other actions in violation of this Agreement or applicable law.
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Samples: Eldertrust, Eldertrust
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions Of The Partners Prior of the Partners; Restatement of Capital Accounts on the Date Hereof HMC Real Estate Corporation and Xxxxxxxxxxx X. Xxxxxxxx previously made Capital Contributions to the execution of this Partnership. Pursuant to the Act and the Prior Agreement, the Partners have made initial General Partner has converted its General Partnership Interest into a Limited Partnership Interest and has withdrawn as General Partner from the Capital Contributions as set forth in Partnership and the Partner RegistryLimited Partnership Interest of Xxxxxxxxxxx X. Xxxxxxxx has been canceled. On the date hereof, the Partners made the Capital Contributions described in Exhibit E. On the date hereof the --------- Partnership shall be recapitalized so that the Partners shall own Partnership Units in the amounts set forth in the Partner Registry Exhibit A and shall have a Percentage Interests Interest in the --------- Partnership as set forth in the Partner Registry. The number of Partnership Units and Exhibit A, which Percentage Interest shall be --------- adjusted in the Partner Registry Exhibit A from time to time by the General Partner to the extent --------- necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s 's Percentage Interest occurring after the date hereof in accordance with the terms of this AgreementInterest. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or any of its SubsidiariesPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement (or if not so provided, as determined by the General Partner in its sole discretion) and as set forth in the Partner Registry. One thousand (1,000) Partnership Exhibit A. A number of Units shall be deemed to be held by the General Partner’s Partnership Partner equal to one percent --------- (1%) of all outstanding Units and (as of the date hereof) shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5, 10.5, 7.5 and 13.3 10.5 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no No Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise, provided that such Capital Account deficit did not arise by reason of distributions in violation of this Agreement or applicable law or other actions in violation of this Agreement or applicable law.
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Samples: Host Marriott L P
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS A. CAPITAL CONTRIBUTIONS TO THE PARTNERSHIP PRIOR TO OR ON THE EFFECTIVE DATE. The Partners previously made Capital Contributions Of The Partners Prior to the execution of this AgreementPartnership, the Partners have made the Capital Contributions as set forth in the Partner Registrybooks and records of the Partnership. On the date hereofEffective Date, the Partners own General Partner shall complete EXHIBIT A hereto to reflect the Capital Accounts, the Partnership Units in assigned to each Partner and the amounts set forth in the Partner Registry and have Percentage Interests Interest in the Partnership as set forth represented by such Partnership Units. On the Effective Date, the Partnership shall restate the number of Partnership Units held by each Partner so that, after giving effect to such restatement, the number of Partnership Units held by each Partner shall be equal to the product of (i) the number of Partnership Units held by such Partner immediately prior to the Effective Date multiplied by (ii) the fraction of a share of CPT that each holder of one share of Paragon Group, Inc. received in connection with the Partner Registrymerger of Paragon Group, Inc. with Camden Subsidiary pursuant to the Merger Agreement (determined without regard to provisions of the Merger Agreement related to fractional shares). The number of Partnership Units and Percentage Interest shall be adjusted in the Partner Registry from time to time by the General Partner to the extent necessary to reflect accurately exchangesUnits, redemptionsas restated, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or any of its Subsidiaries, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in the Partner Registry. One thousand (1,000) Partnership Units shall be deemed to be the General Partner’s Partnership Units and shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General each Partner shall be deemed set forth on EXHIBIT A hereto. The Capital Accounts of the Partners and the Carrying Values of the Partnership's Assets shall be restated as of the Effective Date pursuant to Section I.D of EXHIBIT B hereto to reflect the Capital Contributions made prior to or on the Effective Date, with each Partner having a Capital Account on the Effective Date, after giving effect to any Capital Contributions to be Limited Partnership Interests and shall be held by made on the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5Effective Date, 10.5, and 13.3 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding equal to the product of (i) the number of Partnership Units owned by such Partner multiplied by (whether in ii) the form Value, on the Effective Date, of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise, provided that such Capital Account deficit did not arise by reason of distributions in violation of this Agreement or applicable law or other actions in violation of this Agreement or applicable lawone (1) Share.
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Samples: Camden Property Trust
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions Of The Partners Prior of the Partners; Restatement of Capital Accounts on the Date Hereof HMC Real Estate Corporation and Xxxxxxxxxxx X. Xxxxxxxx as predecessors to HMC Real Estate LLC and [Host Marriot Hospitality LLC], respectively, previously made Capital Contributions to the execution of this Partnership. Pursuant to the Act and the Prior Agreement, HMC Real Estate LLC has assigned its General Partnership Interest to the Partners have made General Partner and [Host Marriott Hospitality LLC] has assigned Limited Partnership Interest to the Capital Contributions as set forth in the Partner RegistryGeneral Partner. On the date hereof, the Partners made the Capital Contributions in Exhibit E. On the date --------- hereof the Partnership shall be recapitalized so that the Partners shall own Partnership Units in the amounts set forth in the Partner Registry Exhibit A and shall have a Percentage Interests Interest --------- in the Partnership as set forth in the Partner Registry. The number of Partnership Units and Exhibit A, which Percentage Interest shall be --------- adjusted in the Partner Registry Exhibit A from time to time by the General Partner to the extent --------- necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s 's Percentage Interest occurring after the date hereof in accordance with the terms of this AgreementInterest. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or any of its SubsidiariesPartnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement (or if not so provided, as determined by the General Partner in its sole discretion) and as set forth in the Partner Registry. One thousand (1,000) Partnership Exhibit A. A number of Units shall be deemed to be held by the General Partner’s Partnership Partner equal to one tenth of --------- one percent (0.1%) of all outstanding Units and (as of the date hereof) shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5, 10.5, 7.5 and 13.3 10.5 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no No Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise, provided that such Capital Account deficit did not arise by reason of distributions in violation of this Agreement or applicable law or other actions in violation of this Agreement or applicable law.
Appears in 1 contract
Samples: Host Marriott Trust