Operating Partnerships. 3 1.10 Partner, Limited Partner, and General Partner............................................... 3 1.11
Operating Partnerships. Those partnerships listed in Exhibit B, attached hereto and by this reference incorporated herein, together with any other partnership(s) organized to engage in the employee leasing business and operations related thereto if the Partnership hereafter acquires a limited partnership interest therein.
Operating Partnerships. Neither the Partnership, the Operating Partnerships nor any of the other Partners shall have any rights by virtue of this Agreement or the partnership relationship created hereby in any business ventures of any Limited Partner.
Operating Partnerships. TE Products Pipeline Company, Limited Partnership, a Delaware limited partnership; TCTM, L.P., a Delaware limited partnership, and such other Persons that are treated as partnerships for federal income tax purposes and that are majority-owned directly by TEPPCO and controlled by TEPPCO (whether by direct or indirect ownership of the general partner of such Person or otherwise) and established or acquired for the purpose of conducting the business of TEPPCO.
Operating Partnerships. (3) Properties for any fiscal year after distribution to the Partnership of amounts sufficient to satisfy its Preferred Equity Return with respect to such year and all prior years. Actual amounts depend upon the results of operations of the Properties and cannot be estimated at this time. See Allocations and Distributions."
Operating Partnerships. (3) or Refinancing of Properties after distribution to the Partnership of amounts of Sale or Refinancing Proceeds (i) sufficient to pay any unsatisfied portion of its Preferred Equity Return for the year of distribution and all prior years and (ii) equal in the aggregate to the amount of the Preferred Equity Investment; actual amounts depend upon the net proceeds of the Sale or Refinancing of Properties and other factors and are not determinable at this time.
(1) The estimated amounts are based on the assumption that all of the BUC$ will be sold directly by the Selling Agent. In addition, the Partnership will reimburse the Selling Agent for certain accountable expenses in connection with the offering of BUC$. In no event will the total underwriting compensation to be paid, including underwriting commissions, sales commissions and public offering expense reimbursements, exceed 10% of the Gross Proceeds, except that up to an additional 0.5% of the Gross Proceeds may be paid in reimbursement of bona fide due diligence expenses.
(2) A portion of the nonaccountable expense allowance may be deemed to be underwriting compensation. See Note 1 above. The General Partners and/or their Affiliates will pay all Organization and Offering Expenses of the Partnership excluding underwriting and sales commissions in excess of 2.5% of the Gross Proceeds. See "Plan of Distribution."
(3) All fees, compensation and interests in Cash Available for Distribution and Sale or Refinancing Proceeds will be allocated between the General Partners as they shall determine from time to time.
Operating Partnerships. If the Managing General Partner determines such action to be necessary or appropriate in connection with the proposed qualification or formation and operation of the Partnership in any state other than the State of Delaware in which the Partnership is transacting or may transact business, the Managing General Partner may cause the Partnership to form one or more Operating Partnerships pursuant to and in conformity with the laws of such jurisdiction or jurisdictions as the Managing General Partner may determine. An Operating Partnership may have conveyed to it and may acquire, hold, operate and dispose of all or part of the assets of the Partnership. Each Operating Partnership shall be composed of the Managing General Partner as managing general partner thereof and with a 0.1% Percentage Interest therein and no other Percentage Interest therein shall be held by ServiceMaster or any ServiceMaster Affiliate (except for the indirect interest flowing from ServiceMaster’s interest in the Partnership) . The Managing General Partner is hereby authorized on behalf of the Partnership to execute the agreement of limited partnership of any Operating Partnership and any other certificates, instruments and documents necessary to form the Operating Partnership, and the Partners hereby approve, ratify and confirm the execution, delivery and performance thereof.
Operating Partnerships. The transactions contemplated hereby do not constitute a sale of substantially all of the assets of Lepercq Corporate Income Fund L.P., Lepercq Corporate Income Fund II L.P. or Net 3 Acquisition L.P., which would require the consent of the Special Limited partners under such entities’ respective limited partnership agreements.
Operating Partnerships. (a) Attached hereto as Schedule 6 is a true, correct and complete list of the Projected Credits for each Direct Operating Partnership and Fund beginning January 1, 2016; provided, however, there can be no assurance that the Projected Credits will be allocated by the Operating Partnerships and the Funds to the Purchaser or its designees.
(b) To the Actual Knowledge of Seller, as of the date hereof, and except as set forth in Schedule 7.2.15(b), no general partner, manager or managing member of any Direct Operating Partnership has been replaced during the twenty-four (24) month period prior to the Effective Date by Seller or its Affiliates.
Operating Partnerships. Consistent with the provisions of paragraphs (a) through (d) hereof, the rules of Treas. Reg. § 1.704-2(k) shall apply in allocating minimum gain items attributable to the Operating Partnerships.
