Limited Partners. The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.
Limited Partners. (a) The General Partner may admit one or more Limited Partners as of the beginning of each calendar month or at such other times as the General Partner may determine. A Person may be admitted to the Partnership as a Limited Partner without having signed this Agreement. This Agreement shall not be unenforceable by reason of it not having been signed by a person being admitted as a Limited Partner. The General Partner, in its sole and absolute discretion, may reject requests to purchase Units in the Partnership. The General Partner may, in its sole discretion, suspend or terminate the offering of the Units at any time. The books and records of the Partnership shall be revised to reflect the name and Capital Contribution of each Limited Partner that is admitted to the Partnership.
(b) Subject to Section 2.10 of this Agreement, when the entire Capital Contribution attributable to Units for which a Partner has subscribed is paid for, those Units will be deemed to be validly issued and fully paid and non-assessable.
Limited Partners. The Limited Partners have contributed cash and their respective ownership interests in the Contributed Property to the Partnership as identified on Exhibit A attached hereto. The Agreed Values of the Limited Partners’ proportionate ownership interest in the Contributed Properties as of the date of contribution are set forth on Exhibit A attached hereto.
Limited Partners. No person in such person’s capacity as a Limited Partner will have any voice in, or take part in the management of the business or affairs of the Partnership or have the right or authority to act for, or bind the Partnership. The Limited Partners will not be liable for any of the losses, debts or liabilities of the Partnership in excess of the balance of their respective Capital Accounts, except as otherwise expressly provided by law. A General Partner may also be a Limited Partner.
Limited Partners. (a) No Limited Partner shall take part in the management or control of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise to bind the Partnership.
(b) Each Limited Partner shall have the rights with respect to the Partnership's books and records as set forth in Section 5.3.
Limited Partners. (a) No Limited Partner shall take part in the operation, management or control (within the meaning of the Act) of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership; provided, however, that nothing contained herein is intended to limit the ability of any Limited Partner who is employed by the Partnership to discharge the express duties and responsibilities of such employment.
(b) No Limited Partner shall be personally liable for any debt, liability or obligation of the Partnership, whether to the Partnership, to the General Partner, or to creditors of the Partnership, beyond the amount, if any, contributed by such Limited Partner to the capital of the Partnership, such Limited Partner's share of the accumulated but undistributed Profits of the Partnership, or the amount of any distribution (including return of any Capital Contribution) made to such Limited Partner that must be returned to the Partnership pursuant to applicable law.
(c) The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Profits or Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article 8 hereof.
(d) No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner, LTC or any other Affiliate of the General Partner if such ownership, by itself or in conjunction with other stock or other interests owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this subsection 6.12(d).
Limited Partners. (i) On the date of this Agreement, the Limited Partners hold the Limited Partnership Interests (including, for the avoidance of doubt, the Exchangeable Preferred Limited Partnership Interest and the Special Voting Limited Partnership Interest), which have the Units (including those designated as Exchangeable Preferred Units), Non-Participating Units (in the case of the Special Voting Limited Partnership Interest) and the Capital set forth on Schedule 4.02 and Schedule 5.01, respectively.
(ii) The admission of a Transferee as a Limited Partner pursuant to any Transfer permitted by Section 7.02(a) or 7.02(b), as applicable, shall be governed by Section 7.02, and the admission of a Person as a Limited Partner in connection with the issuance of additional Units pursuant to Section 4.02(a)(ii) shall be governed by such applicable Section.
(iii) Effective immediately upon the Transfer of a Limited Partner’s entire Limited Partnership Interest as provided in Section 7.02(a) or 7.02(b), as applicable, such Partner shall cease to have any interest in the profits, losses, assets, properties or capital of the Partnership with respect to such Limited Partnership Interest and shall cease to be a Limited Partner; provided, however, that with respect to Newmark, the occurrence of the foregoing shall not relieve Newmark of its obligations under Article IX.
Limited Partners. (a) The General Partner may, at any time and without advance notice to or consent from any other Partner, admit to the Partnership any Person who agrees to be bound by all of the terms of this Agreement as an additional Limited Partner. The General Partner may in its absolute discretion reject subscriptions for Interests (or portions of Interests) and/or may suspend subscriptions. The admission of any Person as an additional Limited Partner will be effective upon the General Partner's acceptance on behalf of the Partnership of such Person's subscription for Interests and the execution and delivery by, or on behalf of, the additional Limited Partner of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. The General Partner will cause the books and records of the Partnership to reflect the name and the required contribution to the capital of the Partnership of the additional Limited Partner.
(b) Subject to Section 2.10 of this Agreement, when the entire Capital Contribution attributable to an Interest for which a Partner has subscribed is paid for, that Interest will be deemed to be validly issued and fully paid and non-assessable.
Limited Partners. 8 SECTION 2.8 Organizational Limited Partner........................... 8 SECTION 2.9 Both General and Limited Partner......................... 8 SECTION 2.10
Limited Partners. 3.2.1 No Limited Partner shall take part in the management or control of the Fund’s investment or other activities, transact any business in the Fund’s name or have the power to sign documents for or otherwise bind the Fund (whether or not through a power of attorney on behalf of the Fund).
3.2.2 No Limited Partner shall be liable for the debts and obligations of the Fund; provided, however, that each Limited Partner shall be required to pay to the Fund amounts up to its Remaining Commitment pursuant to this Agreement.
3.2.3 To the fullest extent permitted by applicable law, the exercise by any Limited Partner of any right conferred herein shall not be construed to constitute participation by such Limited Partner in the control of the investment or other activities of the Fund.
