Compensation to General Partners Clause Samples

Compensation to General Partners. And Affiliates Cannot Be Precisely Determined.................................................................. 17 No Assurance That Reserves Will Be Adequate...............................

Compensation to General Partners. Except as expressly provided in Section 9.3 or 9.4, no General Partner shall receive any compensation from the Partnership for services rendered in its capacity as a general partner of the Partnership or the MLP. Notwithstanding anything herein to the contrary, at such time as QSV ceases to be the Managing General Partner or the managing general partner of the MLP, whether as a result of the transfer of QSV's Partnership Interest pursuant to Section 11.2 (or Section 12.2 of the Investors Partnership Agreement) or the withdrawal or removal of QSV pursuant to Section 13.1 (or Section 14.1 or 14.2 of the Investors Partnership Agreement) (other than removal for "cause," as defined in the Investors Partnership Agreement), then QSV shall have the option, in its sole discretion, to convert its Partnership Interest and its partnership interest in the MLP and to either assign to the MLP or convert its rights (the "Rights") under the provisions of Section 9.3 (and Section 9.3 of the Investors Partnership Agreement) (collectively, the "Conversion") for the Acquisition Price (as defined below), effective as of the date of such transfer, withdrawal or removal, and upon such Conversion the successor Managing General Partner shall cause the Partnership to issue to QSV Partnership Units in the amounts provided for below. In exchange for the Conversion of the Rights, as provided for above, and the conversion of the QSV's Partnership Interest, in the event QSV elects to effect the Conversion, QSV will receive the "Acquisition Price," consisting of (a) the Initial Unit Consideration and (b) the Contingent Unit Consideration. The Initial Unit Consideration consists of 850,000 Partnership Units (which number or classification shall be adjusted to give effect to any reclassification or change of the shares of Common Stock or Units, including, without limitation, a split, or any merger or consolidation of the REIT or the MLP, except the merger of the MLP with the REIT or a subsidiary thereof, or sale of assets to another entity, occurring after March 31, 1997), with the number of Partnership Units issuable hereunder being reduced (on a one-for-one basis) by the number of Units or shares of Common Stock otherwise received by QSV in connection with the Conversion. The portion of the Initial Unit Consideration consisting of Partnership Units shall be issued by the Partnership as soon as practicable following the date of the Conversion, but in no event later than 30 days thereafter....

Compensation to General Partners. 76 9.2 Expenses in Connection With Organization of Partnership and Initial Public Offering. . . . . . . . 77 9.3

Compensation to General Partners. Except as expressly provided in this Article VI and as provided in Article IV, the General Partners shall receive no compensation from the Partnership for services rendered in their capacity as General Partners of the Partnership.

Compensation to General Partners