Common use of Partnership Interests Clause in Contracts

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 Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement. (f) All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.

Partnership Interests. (a) The Partnership shall initially have two classes of partnership interests (“Partnership Interests”): ): (i) general partnership interests (“General Partnership Interests”); and 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 Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement. (f) All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.

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 and, subject to Section 7(d), 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 Subject to Section 7(d), 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 Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement. (f) All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.

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 nay 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 Partnership or any of its assets or properties or cause the sale of any Partnership property, and notwithstanding any provision of applicable law to the contrary, each Partner (and its or his legal representatives, successors or assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its or his Partnership Interest, or with respect to any assets or properties of the Partnership, except except’ as expressly provided in this Agreement. (f) All real and personal property owned by the Partnership shall be owned by the Partnership as an entity, and insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in his or its individual name or right. Each Partner’s interest interests in and to all Partnership property shall be personal property for all purposes. Without limiting or expanding the foregoing, to the extent allowable under applicable law, the Partnership may hold title to all or any part of its properties or assets in the name of an individual, corporation, partnership, trust or otherwise, the beneficial interest in which shall at all times be vested in the Partnership, and may agree that any such title holders be vested with all or any part of the powers which might otherwise reside in the Partnership. Any such title holder shall perform any and all of their respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner in its sole discretion. All Partnership assets shall be recorded as the property of the Partnership on its books and records, regardless of the name in which legal title may be held.