Capital Contributions of the Limited Partners. Concurrent with the execution of this Agreement, each Limited Partner, pursuant to the Contribution and Exchange Agreement, shall contribute to the Partnership, directly or indirectly, as its initial Capital Contribution, all of such Limited Partner's right, title and interest in and to the Properties. Each Limited Partner shall initially be issued and thereafter shall own Partnership Units in the amount set forth opposite such Limited Partner's name on Exhibit A, which number of Partnership Units on such Exhibit A shall be adjusted from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, capital stock changes of the General Partner or similar events having an effect on such Partner's Partnership Units. The Partnership Units issued to each Limited Partner shall be evidenced by the issuance of a certificate (the "Unit Certificate") in substantially the form of Exhibit B attached hereto, which Unit Certificate shall bear the following legend: "THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AGREEMENT OF LIMITED PARTNERSHIP OF PHILIPS INTERNATIONAL REALTY, L.P., DATED AS OF ______, 1997 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. IN ADDITION, THE UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 19.1 OF A CERTAIN CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF AUGUST 11, 1997 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP)." On the date of admission of one or more Limited Partners to the Partnership, the Organizational Limited Partner shall be entitled to a return of its Capital Contribution, and shall be deemed to have withdrawn from the Partnership.
Capital Contributions of the Limited Partners. (a) Each Limited Partner’s Capital Commitment shall be contributed in one or more cash installments as specified by the General Partner upon ten (10) business days’ prior written notice, provided that such installments shall be in accordance with Partnership Percentages provided, further, that Overstock shall be credited against the second installment (or the first if only one installment) any amount of Cash (as defined in the Transaction Agreement) remaining in the Partnership at the time of Conversion.
(b) The General Partner may, in its sole discretion, return to the Partners all or a portion of any capital contribution intended for a proposed investment which is not consummated as anticipated pro rata in accordance with their respective capital contributions so long as the General Partner returns such capital contribution (or portion thereof) to the Partners within sixty (60) days after its receipt by the General Partner or the Partnership; provided that, to the extent any such amount so distributed is identified in a notice to the Partners as subject to recall, such returned capital shall be added back to unfunded Capital Commitments and be subject to recall by the General Partner pursuant to this Article 4.
(i) If, in the discretion of the General Partner, Partnership assets are insufficient to fulfill incurred or reasonably anticipated obligations or liabilities of the Partnership (including, but not limited to, fees, costs and expenses related to litigation or threatened litigation involving the Partnership or its Portfolio Companies (including the sale of Portfolio Company securities) and/or the amounts that the Partnership expects that it will be required to pay in respect of claims associated with prior Portfolio Company dispositions (including, without limitation, amounts associated with the terms of any purchase and sale agreement relating to the acquisition of any Portfolio Company securities) and/or to fulfill an indemnity obligation of the Partnership) (collectively, the “Partnership’s Capital Needs”), prior to the termination of the Partnership the General Partner may require each Partner to contribute capital to the Partnership in an amount up to such Partner’s unfunded Capital Commitment, if any.
(ii) If, in the discretion of the General Partner, Partnership assets remain insufficient to satisfy the Partnership’s Capital Needs following the contribution to the Partnership of the maximum amount permitted by paragraph 4.2(c)(i), the Genera...
Capital Contributions of the Limited Partners. The Limited Partners have made capital contributions to the Partnership in such amount as is reflected on the books and records of the Partnership. The Limited Partners are not required to lend any funds or to make additional capital contributions to the Partnership.
Capital Contributions of the Limited Partners. It is contemplated by the parties to this Agreement that at some indeterminate time in the future, it will be in the best interest of the Partnership and its Partners to admit to the Partnership certain parties as Limited Partners. In such event, all Capital Contributions made by such Limited Partners shall be paid to and received by the Partnership and each Limited Partner, other than the Organizational Limited Partner, shall contribute money to the capital of the Partnership in the amount of $25,000 per Unit subscribed for under a Subscription Agreement.
Capital Contributions of the Limited Partners. (a) Each Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon ten (10) business days’ prior written notice in an amount up to such Limited Partner’s unfunded Capital Commitment, if any; provided, however, that a Partner’s initial capital contribution may be due on less than ten (10) business days written notice. Except as set forth in Sections 3.2(c) and 4.2(b), each capital contribution shall be in accordance with Partnership Percentages; provided, however, that the capital contributions from the Limited Partners may be adjusted by the General Partner in good faith in order to account for the fact that no Management Fee is chargeable in respect of the General Partner’s and any Exempt Partner’s respective interests in the Partnership. Notwithstanding anything in the foregoing to the contrary, unless approved by the Limited Partner Representative, no Limited Partner shall be required to contribute any capital following 24 months from the Commencement Date (the “Investment Period”), except as may be necessary for (i) satisfying current or reasonably expected Partnership expenses, liabilities or other Partnership obligations (including, without limitation, the Management Fee and any indemnification obligations), (ii) funding new investments committed to in writing prior to the end of the Investment Period or commencement of a Suspension Period, as applicable,
Capital Contributions of the Limited Partners. (i) Each Limited Partner shall make a Capital Contribution of the amount set forth in his Subscription Agreement, which shall be $10,000 per Unit subscribed. Units shall be issued to Limited Partners whose executed Subscription Agreements are accepted by the General Partner.
(ii) Except as may be required by applicable law, the Limited Partners shall not have any obligation to make further contributions to the capital of the Partnership.
Capital Contributions of the Limited Partners. (a) Each Limited Partner has made a Capital Contribution in the amount set forth opposite its name on Schedule A.
(b) The Limited Partners shall not be required to make any contributions to the capital of the Partnership other than as set forth in Section 5.3.
Capital Contributions of the Limited Partners and the Former General Partner ------------------------------ On the Effective Date, certain of the Limited Partners and the Former General Partner made the Capital Contributions described in the section captioned "Formation of the Company" in the final Prospectus dated September 24, 1993 of the General Partner in connection with the initial public offering of the REIT Shares. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement. The Partners shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, Capital Contributions, the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar events having an effect on a Partner's Percentage Interest. The Capital Contributions of the Partners shall be at all times as shown on the books and records of the General Partner. The number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units from time to time shall be deemed to be the general partner Partner Units and shall be the General Partnership Interest. Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or loans to the Partnership.
Capital Contributions of the Limited Partners. (a) Partnership Units The Limited Partners shall contribute to the capital of the Partnership, for each Unit or fractional Unit subscribed, cash in the amount determined by the General Partners, provided, however, that all Units subscribed for as part of the initial public offering of such Units, as contemplated by Section 1.06(c), shall be paid for in cash, in an amount equal to Two Hundred Fifty Dollars ($250) for each Unit, or Twenty-Five Dollars ($25) for each one-tenth Unit subscribed.
Capital Contributions of the Limited Partners. (a) Concurrent with the execution of this Agreement, each Limited Partner, pursuant to the Contribution and Exchange Agreement, shall contribute to the Partnership, directly or indirectly, as its initial Capital Contribution, all of such Limited Partner's right, title and interest in and to the Properties. Such Properties shall have an agreed fair market value as of the dates on which they are contributed to the Partnership as determined in accordance with such Agreement and set forth on Exhibit A hereto. Each Limited Partner shall initially be issued and thereafter shall own Partnership Units based upon the Pre-Offering Unit Value in the amount set forth opposite such Limited Partner's name on Exhibit A, which number of Partnership Units on such Exhibit A shall be adjusted from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, or similar events having an effect on such Partner's Partnership Units or as required by Article 2 and Section 18.2(b) of the Contribution and Exchange Agreement.
(b) On the date of admission of one or more Limited Partners to the Partnership, the Organizational Limited Partner shall be entitled to a return of its Capital Contribution, and shall be deemed to have withdrawn from the Partnership.
