Partnership Interests. Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.
Partnership Interests. Title to the Partnership assets shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner shall be held by the General Partner for the exclusive use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, that prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner will use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the Partnership. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets are held.
Partnership Interests. Effective as of the date hereof, the General Partner shall have a 0.001% Percentage Interest and the Organizational Limited Partner shall have a 99.999% Percentage Interest.
Partnership Interests. As of the date of this Agreement, the General Partner has a non-economic general partner interest in the Partnership, such interest granting the General Partner the exclusive right to manage and operate the Partnership in its capacity as General Partner. The Limited Partner has a limited partner interest in the Partnership which constitutes 100% of the aggregate partnership interest (as defined in the Act) of all partners in the Partnership.
Partnership Interests. (i) All right, title and interest of such Company, whether now owned or hereafter acquired, in all partnerships or limited liability companies, including, but not limited to, those set forth on Schedule II hereto (collectively, the “Partnerships”), (ii) any and all payments or distributions of whatever kind or character and whether in cash or other property, at any time made, owing or payable to such Company in respect of or on account of its present or hereafter acquired interest in the Partnerships, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution, repayment of capital contributions or otherwise, and the right to receive, receipt for, use and enjoy all such payments and distributions, and all proceeds thereof, in every case whether now arising or hereafter acquired or arising, and (iii) all proceeds of any of the foregoing (all of the foregoing rights, interests, properties and privileges assigned in and in which a security interest is granted pursuant to this §2.7 being hereafter collectively called the “Partnership Interest”);
Partnership Interests. Each partnership interest in the Partnership shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Texas, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The Partnership shall maintain books for the purpose of registering the Transfer of partnership interests. A Transfer of partnership interests in the Partnership shall require the delivery of an endorsed certificate.
Partnership Interests. (a) The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): (i) general partnership interests (“General Partnership Interests”); and (ii) limited partnership interests (“Limited Partnership Interests”).
(b) The General Partner may in its sole discretion cause the Partnership to create and issue such additional classes of Partnership Interest with such rights, privileges, and franchises as it determines to be appropriate. Any such issuance may be made by the General Partner, acting singly without the consent of any other Partner, by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preference of each new class of securities or interests that is created. A copy of this Agreement as so amended, or the addendum as so adopted, as the case may be, shall be provided to each other Partner. All filings necessary to be made under the Act or applicable law in connection with the creation of any such interest shall be made by the General Partner on behalf of the Partnership. No Partner shall have any preemptive or other rights to subscribe for or acquire any additional securities, interests or indebtedness which may be issued by the Partnership.
(c) The General Partner may solicit and accept additional capital contributions from any Partner or other person and/or cause the Partnership to issue additional partnership interests, rights, options or warrants exercisable for or convertible into partnership interests, or any other “securities” of any type or class whatsoever. Any such securities may be issued for cash, property, services, or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the person acquiring the security as the case may be) as the General Partner may determine to be appropriate.
(d) Any person may hold more than one class of Partnership Interest at the same time, and in such event shall for the purposes of this Agreement be separately entitled to the rights afforded a Partner in each of such classes under this Agreement. To the extent that a General Partner contributes to the capital of the Partnership as a Limited Partner or purchases any Limited Partner’s Partnership Interest, it shall be treated in all respects as a Limited Partner as to such interest.
(e) No Limited Partner shall either directly or indirectly take any action to require partition or appraisal of the Partner...
Partnership Interests. On the Effective Date, the Units to be issued as provided in this Agreement shall be duly issued by the Surviving Partnership and the recipients will be duly admitted as limited partners of the Surviving Partnership.
Partnership Interests. Effective as of the date hereof, the Limited Partner has a 99% Partnership Interest and the General Partner has a 1% Partnership Interest.
Partnership Interests. If such transaction involves the purchase of an interest in a partnership between the Borrower (or a Subsidiary of the Borrower) as a general partner and entities unaffiliated with the Borrower or such Subsidiary as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the Borrower newly formed for the sole purpose of effecting such transaction;
