Common use of Units Capital Contributions Clause in Contracts

Units Capital Contributions. (a) The Interests of the Partners shall be represented by Units, which, at the sole discretion of the General Partner, may be divided into one or more types, classes, or series of Units. The Partnership may issue Derivative Units at the sole discretion of the General Partner. No fractional Units shall be issued by the Partnership. Each type, class, or series of Units and Derivative Units shall have the privileges, preference, duties, liabilities, obligations, and rights, including voting rights, if any (which may be senior to existing type, class, or series of Units), as determined by the General Partner in its sole discretion, provided that i) any Common Units shall not be offered at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the offering of such Common Unit; and ii) any Units or Derivative Units, if convertible into Common Units, the conversion price shall not be set or calculated at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the date when such Units or Derivative Units were issued. The foregoing conditions i) and ii) may be waived for any offering if the General Partner has received the approval of a Unit Majority prior to such offering. The Partnership is currently offering only Common Units but may offer other types, classes, or series of Units in the future at the sole discretion of the General Partner. As of the Effective Date, the number of issued and outstanding Common Units are as set forth on the Schedule of Partners opposite each Partner’s name. Each holder of Common Units shall be entitled to one (1) vote for each Common Unit held. Except as expressly set forth herein, no Partner shall be entitled to any return of capital, interest, or compensation by reason of its investment in the Partnership or by reason of serving as a Partner. (b) Each Partner has contributed or shall contribute the amount set forth for such Partner on the books and records of the Partnership as its Capital Contribution. Such amount shall be credited to the Partners’ respective Capital Accounts upon the date of contribution. No Limited Partner shall be deemed admitted into the Partnership, unless such Limited Partner has fully funded such Limited Partner's Capital Contribution.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Wealthcasa Capital Fund, LP), Limited Partnership Agreement (UC Asset LP)

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Units Capital Contributions. (a) The Interests of the Partners shall be represented by Units, which, at the sole discretion of the General Partner, may be divided into one or more types, classes, or series of Units. The Partnership may issue Derivative Units at the sole discretion of the General Partner. No fractional Units shall be issued by the Partnership. Each type, class, or series of Units and Derivative Units shall have the privileges, preference, duties, liabilities, obligations, and rights, including voting rights, if any (which may be senior to existing type, class, or series of Units), as determined by the General Partner in its sole discretion, provided that i) any Common Units shall not be offered at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the offering of such Common Unit; and ii) any Units or Derivative Units, if convertible into Common Units, the conversion price shall not be set or calculated at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the date when such Units or Derivative Units were issued. The foregoing conditions i) and ii) may be waived for any offering if the General Partner has received the approval of a Unit Majority prior to such offering. The Partnership is currently offering only Common Units but may offer other types, classes, or series of Units in the future at the sole discretion of the General Partner. The initial purchase price of each Common Unit being offered in the Initial Offering pursuant to the Offering Statement is Two Dollars and 00/100 ($2.00). As of the Effective Date, the number of issued and outstanding Common Units are as set forth on the Schedule of Partners opposite each Partner’s name. Each holder of Common Units shall be entitled to one (1) vote for each Common Unit held. Except as expressly set forth herein, no Partner shall be entitled to any return of capital, interest, or compensation by reason of its investment in the Partnership or by reason of serving as a Partner. (b) Each Partner has contributed or shall contribute the amount set forth for such Partner on the books and records of the Partnership as its Capital Contribution. Such amount shall be credited to the Partners’ respective Capital Accounts upon the date of contribution. No Limited Partner shall be deemed admitted into the Partnership, unless such Limited Partner has fully funded such Limited Partner's Capital Contribution.

Appears in 2 contracts

Samples: Limited Partnership Agreement (UC Asset LP), Limited Partnership Agreement (UC Asset LP)

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Units Capital Contributions. (a) The Interests of the Partners shall be represented by Units, which, at the sole discretion of the General Partner, may be divided into one or more types, classes, or series of Units. The Partnership may issue Derivative Units at the sole discretion of the General Partner. No fractional Units shall be issued by the Partnership. Each type, class, or series of Units and Derivative Units shall have the privileges, preference, duties, liabilities, obligations, and rights, including voting rights, if any (which may be senior to existing type, class, or series of Units), as determined by the General Partner in its sole discretion, provided that i) any Common Units shall not be offered at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the offering of such Common Unit; and ii) any Units or Derivative Units, if convertible into Common Units, the conversion price shall not be set or calculated at a price lower than the book value per Common Unit based on the last audited financial statement immediately preceding the date when such Units or Derivative Units were issued. The foregoing conditions i) and ii) may be waived for any offering if the General Partner has received the approval of a Unit Majority prior to such offering. The Partnership is currently offering only Common Units but may offer other types, classes, or series of Units in the future at the sole discretion of the General Partner. As of the Effective Date, the number of issued and outstanding Common Units are as set forth on the Schedule of Partners opposite each Partner’s name. Each holder of Common Units shall be entitled to one (1) vote for each Common Unit held. Except as expressly set forth herein, no Partner shall be entitled to any return of capital, interest, or compensation by reason of its investment in the Partnership or by reason of serving as a Partner. (b) Each Partner has contributed or shall contribute the amount set forth for such Partner on the books and records of the Partnership as its Capital Contribution. Such amount shall be credited to the Partners’ respective Capital Accounts upon the date of contribution. No Limited Partner shall be deemed admitted into the Partnership, unless such Limited Partner has fully funded such Limited Partner's ’s Capital Contribution.

Appears in 1 contract

Samples: Limited Partnership Agreement (UC Asset LP)

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