Common use of Capital Contributions of the Partners Clause in Contracts

Capital Contributions of the Partners. (a) The Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger), which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) The Company (i) directly holds the General Partner Interest and (ii) indirectly, through CBLP, holds the Limited Partner Interests, in each case as set forth in the Partnership Ledger. (c) To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership 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 and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger), as amended to reflect such deemed Capital Contributions. (d) Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.5, the Partners shall have no obligation to make any additional capital contributions or loans to the Partnership.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Curbline Properties Corp.), Limited Partnership Agreement (Curbline Properties Corp.)

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Capital Contributions of the Partners. (a) A. The Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger)from time to time, which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The Company (i) directly General Partner holds the a General Partner Interest which shall have no economic interest and (ii) indirectly, through CBLP, holds is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner Interests, Interests and shall be held by the Company in each case its capacity as set forth a Limited Partner in the Partnership LedgerPartnership. (c) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership 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 and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, as amended to reflect such deemed Capital Contributions. (d) D. Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.513.3, the Partners shall have no obligation to make any additional capital contributions or loans to the Partnership.

Appears in 2 contracts

Samples: Limited Partnership Agreement (American Farmland Co), Limited Partnership Agreement (American Farmland Co)

Capital Contributions of the Partners. (a) A. The Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The Company (i) directly holds the a General Partner Interest which shall have no economic interest and (ii) indirectly, through CBLP, holds is not represented by any Partnership Units. Any Partnership Units held by the Company shall be deemed to be Limited Partner Interests, Interests and shall be held by the Company in each case its capacity as set forth a Limited Partner in the Partnership LedgerPartnership. (c) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership 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 and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, as amended to reflect such deemed Capital Contributions. (d) D. Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.513.3, the Partners shall have no obligation to make any additional capital contributions or loans to the Partnership.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Platform Ventures Diversified Housing REIT, LLC)

Capital Contributions of the Partners. (a) A. The Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The Company (i) directly General Partner holds the a General Partner Interest which shall have no economic interest and (ii) indirectly, through CBLP, holds is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner Interests, Interests and shall be held by the Company in each case its capacity as set forth a Limited Partner in the Partnership LedgerPartnership. (c) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership 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 and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, as amended to reflect such deemed Capital Contributions. (d) D. Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.513.3, the Partners shall have no obligation to make any additional capital contributions or loans to the Partnership.. ACTIVE/104666890.9

Appears in 1 contract

Samples: Limited Partnership Agreement (Paramount Group, Inc.)

Capital Contributions of the Partners. (a) A. The Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The Company (i) directly General Partner holds a General Partner Interest which shall have no economic interest and is not represented by any Partnership Units. All Partnership Units held by the General Partner Interest and (ii) indirectly, through CBLP, holds the shall be deemed to be Limited Partner Interests, Interests and shall be held by the General Partner in each case its capacity as set forth a Limited Partner in the Partnership LedgerPartnership. (c) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership 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 and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, as amended to reflect such deemed Capital Contributions. (d) D. Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.513.3, the Partners shall have no obligation to make any additional capital contributions or loans to the Partnership.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Hertz Group Realty Trust, Inc.)

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Capital Contributions of the Partners. (a) A. The Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger), which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The Company (i) Company, directly or indirectly through the Initial Limited Partner in its capacity as a Limited Partner in the Partnership, holds the General Partner Partnership Interest and (ii) indirectly, through CBLP, holds the Limited Partner Interests, in each case Partnership Interests as set forth in the Partnership Ledger. (c) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership 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 and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger), as amended to reflect such deemed Capital Contributions. (d) D. Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.513.3, the Partners shall have no obligation to make any additional capital contributions or loans to the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Gaming & Leisure Properties, Inc.)

Capital Contributions of the Partners. (a) A. The Partners have made or shall be deemed to have made capital contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The Company (i) directly General Partner holds the a General Partner Interest which shall have no economic interest and (ii) indirectly, through CBLP, holds is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner Interests, Interests and shall be held by the Company in each case its capacity as set forth a Limited Partner in the Partnership LedgerPartnership. (c) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership 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 and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, as amended to reflect such deemed Capital Contributions. (d) D. Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.5, the Partners shall have no obligation to make any additional capital contributions or loans to the Partnership.and

Appears in 1 contract

Samples: Limited Partnership Agreement

Capital Contributions of the Partners. (a) A. The Partners have made or shall be deemed to have made capital contributions Capital Contributions to the Partnership and/or have surrendered their existing interests in the Partnership in exchange for the Partnership Units of each such Partner, as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, which number of Partnership Units and Percentage Interests shall be adjusted from time to time by the General Partner to the extent necessary to accurately reflect sales, exchanges conversions or other transfers of Partnership Units, the issuance of additional Partnership Units, the redemption of Partnership Units, additional capital contributions Capital Contributions and similar events having an effect on a Partner’s Percentage Interest. (b) B. The Company (i) directly General Partner holds the a General Partner Interest which shall have no economic interest and (ii) indirectly, through CBLP, holds is not represented by any Partnership Units. All Partnership Units held by the Company shall be deemed to be Limited Partner Interests, Interests and shall be held by the Company in each case its capacity as set forth a Limited Partner in the Partnership LedgerPartnership. (c) C. To the extent the Partnership acquires any property (or an indirect interest therein) by the merger of any other Person into the Partnership or with or into a Subsidiary of the Partnership in a triangular merger, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or with or into a Subsidiary of the Partnership shall become Partners and shall be deemed to have made capital contributions Capital Contributions as provided in the applicable merger agreement (or if not so provided, as determined by the General Partner in its sole and absolute discretion) and as set forth in the books and records of the Partnership (including the Partnership Ledger)Partnership, as amended to reflect such deemed Capital Contributions. (d) D. Except as provided in Section 4.2, Section 4.3, Section 5.1 and Section 13.513.3, the Partners shall have no obligation to make any additional capital contributions Capital Contributions or loans to the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Nico Echo Park, Benefit Corp)

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