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AGREEMENT OF LIMITED PARTNERSHIP OF ALLIED SECURITY LP This Agreement of Limited Partnership (this "Agreement") of Allied Security LP (the "Partnership") is made as of February 19, 2003, by and between SpectaGuard Acquisition LLC, a Delaware limited liability company, as the general partner (the "General Partner") and Allied Security LLC, a Delaware limited liability company, as the limited partner (the "Limited Partner" and, together with the General Partner, the "Partners"), each of whom do hereby form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. ss. 17-101, et seq. (the "DRULPA"), upon the following terms and subject to the following conditions: WHEREAS, on February 10, 2003, the General Partner formed a corporation under the name "Allied Security Newco Inc." (the "Corporation") pursuant to the Delaware General Corporation Law (the "DGCL") by causing the filing of a Certificate of Incorporation with the office of the Secretary of State of Delaware; and WHEREAS, the General Partner has now determined to convert the Corporation to a Delaware limited partnership pursuant to Sections 17-206 and 17-217 of the DRULPA and Section 266 of the DGCL. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the parties hereby agree as follows: 1. Name. The name of the limited partnership is Allied Security LP. 2. Purpose. The purpose and nature of the Partnership is to conduct any business, enterprise or activity permitted by or under the DRULPA. 3. Registered Agent and Office. The principal office of the Partnership is: 3606 Horizon Drive, King of Xxxxxxx, Xxxxxxxxxxxx 00000. 4. Partners. The names and business, residence or mailing addresses of the Partners are as follows: General Partner: ---------------- SpectaGuard Acquisition LLC 0000 Xxxxxxx Xxxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000 Limited Partner: ---------------- Allied Security LLC 0000 Xxxxxxx Xxxxx Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000 5. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Delaware. 6. Term. The Partnership shall continue until such time as it shall be terminated by the General Partner. 7. Allocations of Profit and Losses. In each year, 99% of the profits and losses shall be allocated to the Limited Partner and 1% of the profits and losses shall be allocated to the General Partner. 8. Assignments. A Limited Partner may assign all or any part of his or its partnership interest only with the consent of the General Partner. A Limited Partner has no right to grant an assignee of his or its partnership interest the right to become a substitute Limited Partner. 9. Withdrawal. No right is given to any Partner to withdraw from the Partnership without the consent of the General Partner. 10. Additional Partners. The General Partner may admit additional Partners. 11. Amendment. This Agreement may be amended by agreement among the General Partner and the Limited Partner. 2 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement of Limited Partnership as of the nineteenth day of February, 2003. GENERAL PARTNER: SPECTAGUARD ACQUISITION LLC By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. ----------------------------------- Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: President LIMITED PARTNER: ALLIED SECURITY LLC By: /s/ Xxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxx X. Xxxxxxx Title: Authorized Person