Limited Partnership Interest. Subject to the terms and conditions of this Agreement and the Partnership Agreement, herein incorporated by reference and included as EXHIBIT A to this Agreement, LP hereby gives to NLP a Limited Partnership Interest equal to the proportionate share attributable to NLP in accordance with the formula set forth in Section 15.01 of the Partnership Agreement and reflected in EXHIBIT A of the Partnership Agreement, as updated from time to time. This Limited Partnership Interest entitles NLP to participate as a Limited Partner in LP, with voting rights equal to NLP’s Limited Partnership Interest in LP.
Limited Partnership Interest. A Limited Partnership Interest shall for all purposes be personal property. A Limited Partner has no interest in specific Partnership property.
Limited Partnership Interest. Upon any additional Capital Contribution by a Partner or any Distribution to a Partner (other than pursuant to a dissolution of the Limited Partnership), the General Partner shall determine the value of the Capital Contribution from or Distribution to such Partner as a proportion of the total current value of all Limited Partnership Property immediately prior to such Capital Contribution or Distribution. The General Partner shall then calculate revised Limited Partnership Interests for each of the Partners so that the Limited Partnership Interests following such Capital Contribution or Distribution shall reflect the value of the Limited Partnership Interest of each Partner prior to such Capital Contribution or Distribution as so determined.
Limited Partnership Interest. Subject to the conditions set forth below, CRESA agrees to make a capital contribution of Two Hundred Thousand Dollars ($200,000) (the “Investment”) to Capital Markets, as consideration for a limited partnership interest in Capital Markets (the “CRESA Equity”). The terms and conditions of such capital contribution, and the rights and preferences of CRESA as a limited partner of Capital Markets, shall be as mutually agreed by CRESA and Capital Markets, subject to the following: Capital Markets shall be required to redeem the CRESA Equity on or before December 31, 2005, for an amount equal to the Investment plus interest accruing at the rate of twelve percent (12%) per annum, compounding annually, from the date of the Investment to the date of redemption. At any time prior to December 31, 2005, the CRESA Equity may, at the sole discretion of Capital Markets, be redeemed in whole or in part upon the payment to CRESA of all or a portion of the Investment along with the accrued interest on the portion of the Investment being redeemed.
Limited Partnership Interest. The Partnership Interest held by a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners. A Limited Partnership Interest may be expressed as a number of Units.
Limited Partnership Interest. Horizon LP holds of record and owns beneficially the Limited Partnership Interest free and clear of any restrictions on transfer (other than restrictions under the Securities Act of 1933, as amended and state securities laws), taxes and purchase rights. Horizon LP is not a party to any option, warrant, purchase right or other contract or commitment that could require Horizon LP to sell, transfer or otherwise dispose of the Limited Partnership Interest (other than this Agreement).
Limited Partnership Interest. Subject to the terms and conditions of this Agreement and the Partnership Agreement, herein incorporated by reference and included as Exhibit A to this Agreement, LP hereby gives to NLP a Limited Partnership Interest of one millionth percent (0.000001%) of LP. This Limited Partnership Interest entitles NLP to participate as Limited Partner in LP, with voting rights equal to NLP’s Limited Partnership Interest in LP. NLP acknowledges and agrees that LP is a nonprofit entity, and that neither NLP nor any other person is entitled to distributions of any kind from LP (other than as stipulated in the Partnership Agreement and as permitted by law), including distributions upon the dissolution of LP. NLP is joining LP to participate in its mission and nonprofit work.
Limited Partnership Interest. Except as shall be provided in this paragraph, the General Partner shall not be required to make any capital contribution to the Fund. Upon determination and dissolution of the Fund, the General Partner shall contribute to the Fund the lesser of (I) any deficit balance in its capital account in the Fund or (ii) the excess of 1.01% of the total capital contributions of the Limited Partners over any capital previously contributed to the Fund by the General Partner. However, if the General Partner is advised by legal counsel that, in view of the nature of the services rendered by the General Partner to the Fund, the General Partner must maintain a capital account balance in the Fund in order for the Fund to be treated, for federal income tax purposes, as a partnership and not as an association taxable as a corporation, the General Partner shall, in lieu of making the above-described contribution, maintain a capital account balance in the Fund equal to at least 1% of the total capital account balances of all Partners. If the General Partner maintains such a capital account balance, the 1% allocation specified in Section 8(b) shall not be made. Interests in the Fund, other than the general partnership interest of the General Partner, shall be evidenced by Units of Limited Partnership Interest of the Fund ("Units"). Units may be divided into classes: Class A; Class B; etc. Class A Units were offered pursuant to the initial offering of Units; Class B and succeeding classes of Units may be offered at the discretion of the General Partner. The relative rights and obligations of each class of Units shall be determined by the General Partner in its sole discretion; provided, however, that no class of Units shall dilute the capital accounts of existing Limited Partners. Units shall be offered for sale pursuant to the Fund's Confidential Private Offering Memorandum, as amended or supplemented from time to time (the "Memorandum"). The General Partner on behalf of the Fund shall issue Units to persons desiring to become Limited Partners, provided that such persons are determined by the General Partner to be qualified investors and provided their subscriptions for Units are accepted by the General Partner, which acceptance the General Partner may withhold in its sole discretion. The minimum subscription for Units shall be such amount as the General Partner may determine from time to time in its sole discretion. Capital contributions to the Fund shall be made upon executio...
Limited Partnership Interest. MHI Hotels has agreed to sell, and transfer to Sotherly Hotels LP, a Delaware limited partnership, all right, title and interest of MHI Hotels in and to the Limited Partnership Interest. The sale and closing of the Limited Partnership Interest is to occur at the same time as the sale of the Target General Partnership Interest.
Limited Partnership Interest. (a) Borrower will not do any of the following without the prior written consent of Lender: (i) if a Monetary Event of Default has occurred and is continuing, withdraw capital or borrow from the Limited Partnership or receive any Distributions in contravention of Section 3 above or in Section 3 Disposition of Distributions in Exhibit A hereto; (ii) vote or agree to dissolve the Limited Partnership; (iii) vote or agree to make any material amendments to the LP Agreement; (iv) waive, or suspend any right to collect, any Distributions or take any action which would adversely affect Borrower’s right to any Distributions or Borrower’s right to collect any Distributions; or (v) waive any material default under or breach of the LP Agreement. Borrower will: (i) perform and observe all provisions of the LP Agreement applicable to Borrower; (ii) maintain and enforce the LP Agreement; and (iii) satisfy all Capital Calls now or hereafter received by Borrower.
(b) Notwithstanding anything contained to the contrary in this clause 5.3 or this Agreement, (i) Borrower may permit, authorize, vote or agree to, and (ii) the Lender consents to, the merger of the Limited Partnership with and into Xxxxxxxxx & Co. LLC or any other direct or indirect subsidiary of Borrower provided that Lender retains a direct or indirect lien on all the partnership interest in Xxxxxxxxx Cogent, LP and on any distributions arising from or on account of such partnership interest to the extent provided in this Agreement.
