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Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership. The net profits of the partnership shall be divided equally between the partners and the net losses shall be borne equally by them. A separate income account shall be maintained for each partner. Partnership profits and losses shall be charged or credited to the separate income account of each partner.
If a partner has no credit balance in his income account, losses shall be charged to his capital account. Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in his income account. No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital.
The partners shall have equal rights in the management of the partnership business, and each partner shall devote his entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business.
All funds of the partnership shall be deposited in its name in such checking account or accounts as shall be designated by the partners. All withdrawals therefrom are to be made upon checks signed by either partner. The partnership books shall be maintained at the principal office of the partnership, and each partner shall at all times have access thereto.
An audit shall be made as of the closing date. The partnership may be dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership.
The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: a to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations; b to equalize the income accounts of the partners; c to discharge the balance of the income accounts of the partners; d to equalize the capital accounts of the partners; and e to discharge the balance of the capital accounts of the partners.
Upon the death of either partner, the surviving partner shall have the right either to purchase the interest of the decedent in the partnership or to terminate and liquidate the partnership business. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
In witness whereof the parties have signed this Agreement. Capital Accounts. If an objection is so filed, the validity of the objection shall be conclusively determined by an independent certified public accountant or accounting firm mutually acceptable to the Partners. Until modified by mutual consent of all the Partners, the profits and losses of the Partnership and all items of income, gain, loss, deduction, or credit shall be shared by the Partners in the following proportions: Partner and Shares [Partner Names and Percent or Fractional Share of Profits or Losses] Books and Records of Account.
Future Projects. Time and Salary. Transfer of Partnership Interests. Restrictions on Transfer. Transfer Does Not Dissolve Partnership. No transfer of any interest in the Partnership, whether or not permitted under this Agreement, shall dissolve the Partnership.
No transfer, except as permitted under Subsection 9. Neither death, incompetency, withdrawal, nor bankruptcy of any of the Partners or of any successor in interest to any Partner shall operate to dissolve this Partnership, but this Partnership shall continue as set forth in Section 3, subject, however, to the following terms and conditions: A. Procedure on Dissolution of Partnership.
Title to Partnership Property. All leases of Partnership assets shall be in writing and on forms approved by all the Partners. Controlling Law. Binding Upon Heirs. Share on Twitter Tweet. In the event that all such tax distributions and interest are not offset against subsequent distributions to the General Partners, the General Partner shall return such non-offset tax distributions upon liquidation of the Partnership for distribution pro rata to the Limited Partners.
The Partners shall be required, upon request by the Partnership, to fund their share of any applicable withholding taxes with respect to the Partnership. If the Partnership is required pursuant to the Code, the laws of any state, or any other provision of law, to withhold any amount from amounts otherwise distributable to any Partner, the Partnership shall withhold such amounts as shall be required by law and any amounts so withheld shall be deemed to have been distributed to such Partner under this Agreement.
If any sums are withheld pursuant to this provision, the Partnership shall remit the sums so withheld to, and file the required forms with, the Internal Revenue Service and the appropriate authority of any such state or other applicable government agency. In the event of any claimed over-withholding, a Partner shall be limited to an action against the Internal Revenue Service, the appropriate authority of any such state, or other applicable government agency for refund and each Partner hereby waives any claim or right of action against the Partnership on account of such withholding.
Such demand loan shall be repaid, without prejudice to other remedies at law or in equity that the Partnership may have, out of distributions to which the debtor Partner would otherwise subsequently be entitled under this Agreement. Subject to the limitations and restrictions expressly set forth herein, the General Partner shall perform or cause to be performed all management and operational functions relating to the day-to-day business of the Partnership.
Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to cause the Partnership to do the following either directly or through the use of Vehicles :. By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers or other powers of the General Partner contained in this Agreement.
The Investment Committee shall be comprised of certain Key Persons and other senior real estate professionals of the General Partner and its Affiliates appointed by the General Partner. The initial members of the Investment Committee are James A. Thomas, as chairman of the Investment Committee, John R. Sischo, Thomas S. Ricci, Diana M. Laing, and Randall L. All decisions of the Investment Committee shall be approved by a majority of the members of the Investment Committee.
Thomas, Thomas S. Ricci or Diana M. In addition, James A. Ricci and Diana M. Laing or their replacements who have been approved as Key Persons by Limited Partners holding a majority of the LP Percentage Interests shall, during the Term of the Partnership, devote the amount of time to the Partnership that is necessary for it to achieve its goals.
Any person dealing with the Partnership or the General Partner may rely upon a certificate signed by the General Partner as to:. Exhibit C illustrates the application of the above Management Fees in relation to new construction. Notwithstanding anything to the contrary contained in this Agreement, without the consent of all the Partners, the Partnership shall not:.
Except as otherwise expressly provided herein, no Limited Partner, in its capacity as a Limited Partner, shall participate in the management of the business and affairs of the Partnership. No Limited Partner, in its capacity as a Limited Partner, shall have any right or power to sign for or to bind the Partnership in any manner or for any purpose whatsoever, or have any rights or powers with respect to the Partnership except those expressly granted to such Limited Partner by the terms of this Agreement or those conferred upon such Limited Partner by law, and no prior consent or approval of the Limited Partners shall be required in respect of any act or transaction to be taken by the General Partner on behalf of the Partnership unless otherwise provided in this Agreement.
Each Partner agrees to reasonably cooperate with the Partnership in the filing of any schedule, report, certificate or other instrument required to be filed by the Partnership under the laws of the United States, any state or political subdivision thereof or any foreign nation or political subdivision thereof. In connection therewith, each Partner agrees to reasonably provide the Partnership with all information required to complete such filings.
At no time shall the total number of Advisory Committee members exceed seven members. The General Partner shall attend all meetings of the Advisory Committee; provided that the General Partner shall excuse itself from any meeting at the request of the Advisory Committee.
The Advisory Committee shall meet as required pursuant to this Agreement, upon the request of two or more Advisory Committee members or upon the request of the General Partner, but not less frequently than semi-annually. Notwithstanding the foregoing, one such meeting of the Advisory Committee must coincide with the Annual Meeting of the Partners. Any Advisory Committee member representing a Limited Partner who becomes a Defaulting Partner shall automatically be deemed removed from the Advisory Committee during the pendency of such default.
Advisory Committee meetings may be held in person or by telephone conference and any and all actions and decisions of the Advisory Committee may be taken and made by written consent in lieu of a meeting. Unless otherwise provided herein, any recommendation or approval to be made by the Advisory Committee shall require the approval of at least a majority of the Percentage Interests held by the Advisory Committee members.
The Advisory Committee may establish such other rules of procedure as a majority of the Advisory Committee members shall agree. Neither the Advisory Committee nor any Advisory Committee member acting in such capacity shall have the power to bind or act for or on behalf of the Partnership in any manner.
No fees shall be paid. Thomas, their respective Affiliates and any entities in which any of the foregoing own a direct or indirect interest. Any such election may be made no more than once annually. Such audit is not to be a re-audit of the books and records of the Partnership as provided for in other provisions of this Agreement, but is a more detailed audit of such items as the Advisory Committee determines is appropriate.
The determination of materiality shall be made by the accountants making the audit. The Valuation Plan may recommend independent appraisals, General Partner estimates or other reasonable methods of valuation. The costs of any such appointment shall be borne by the Partnership. The General Partner shall be responsible for the payment of any fees payable to any placement agent in connection with the sale of the Interests.
The expenses associated with establishing and maintaining any such parallel or feeder investment vehicle will be borne on a. If for any reason other than by reason of the exclusions from indemnification set forth above the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Partnership.
The Partnership shall not incur the cost of that portion of any insurance which insures any party against any liability the indemnification of which is herein prohibited. Any person entitled to indemnification from the Partnership hereunder shall first use its best efforts to seek recovery under any other indemnity or any insurance policies by which such person is indemnified or covered, but if such recovery or advancement is not promptly forthcoming, the Partnership shall provide the indemnification and shall be subrogated to the right of the indemnified party to recover from such other sources.
Complete and accurate books and accounts shall be kept and maintained for the Partnership at the principal place of business of the Partnership, as determined by the General Partner. Each Partner shall at all reasonable times have access to, and may inspect and make copies of, such books and accounts. Funds of the Partnership shall be deposited in the name of the Partnership in such bank or other account or accounts as the General Partner may designate and withdrawals therefrom shall be made upon such signature or signatures on behalf of the Partnership as the General Partner may designate.
The Annual. Meeting Notice shall state the location, date and time of the Annual Meeting and shall describe the specific actions to be taken or matters to be addressed at the Annual Meeting. The General Partner, TPG and any Limited Partner which is an Affiliate of the General Partner shall not have the right to Transfer all or any portion of their direct or indirect Interest or their respective interests in any co-investment other than to their Affiliates, except after the termination of the.
The General Partner is authorized to execute appropriate instruments evidencing the admission of a Transferee of an Interest which is admitted as a Limited Partner. The General Partner shall amend the Certificate to reflect each Transfer for which such amendment is required by law to be filed. Until the admission of its Transferee as a Partner, a Transferor of an Interest shall not be released from any obligations under this Agreement.
The applicable JAMS rules concerning failure to appoint shall govern the failure to appoint any arbitrator as provided herein. Arbitration shall be held at the offices of JAMS in Los Angeles, California or, if arbitration cannot be held there, at such other specific location in close proximity to Los Angeles, California, as may be agreed upon by the parties or decided by the arbitrators.
Except as otherwise provided herein, any challenge to the validity, scope or binding nature of this arbitration clause shall be decided solely by the arbitrators. The arbitrators shall, to the fullest extent permitted by law, have the power to grant provisional remedies of all kinds, including orders in the nature of preliminary injunctions and orders requiring the posting of pre-award security, and to grant specific performance. The Partners understand that this agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such a waiver would be void under federal securities laws.
Unless otherwise removed in accordance with Sections During the Exclusivity Period, the General Partner and its Affiliates shall not acquire for renovation or development for their own account or the account of any client other than the Partnership any property for which it is intended on the date of acquisition that a LEED certification will be obtained without the prior approval of the Advisory Committee; except for the following:.
The proceeds of such liquidation shall be applied in the following order of priority:. Notwithstanding the foregoing, in no event shall the amount of the Over-Distribution with respect to any Limited Partner exceed the aggregate amount of Carried Interest Distributions received by the General Partner with respect to such Limited Partner.
In the sole discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and the Limited Partners pursuant to the preceding sentence may be:. City National Plaza.
Establishing an effective partnership agreement is critical to ensuring the success of a joint venture. It is always recommended to construct the partnership agreement before any time or money is invested in the business. Doing so ensures that expectations, liabilities, and responsibilities are clearly understood before any business risks are assumed.
There are several types of partnerships , including:. First, a general partnership is a for-profit business structure formed between two or more general partners. Each general partner is equally liable for the debts and obligations associated with the business. In addition, each general partner is liable for the actions and business decisions of each of the other general partners. Second, limited partnerships have two levels of partners: general partners and limited partners.
A limited partner is only liability for the debts and obligations associated with his or her portion of the business. Limited partnerships always have at least one general partner. Finally, in a limited liability partnership , every partner is a limited partner. Accordingly, each partner is only liable for his or her actions and the debts and obligations associated with his or her portion of the business.
There are no general partners. A partnership agreement should provide details about:. Typically, one or more partners will provide an initial capital contribution to cover the start-up costs of the business. In establishing a business, commonly, people would prefer to have someone who can work with them in running the business through contributing money, property, or industry to start the business and to run the business.
You may also see management agreement examples. Types of Partnerships There are different types of partnerships according to the different categories. According to Object Universal partnership of all present property. You may also see mutual confidentiality agreement examples. Universal partnership of profits. Particular partnership. In this type of partnership, the object of the partnership, its use or fruit, specific undertaking, or the exercise of a profession is determinate.
You may also like stock sale agreement examples. According to Liability General partnership. In this type of partnership, all the partners are liable to the extent of their separate properties other than those they have contributed to the partnership. Limited partnership. There must be at least one general partner in this type of partnership. You may also see real estate partnership agreement examples.
According to Duration Partnership with a fixed term. In this partnership, a fixed term is included in the simple partnership agreement. Partnership at will. As opposed to partnership with a fixed term, this partnership has no term specified and is not formed for any particular undertaking. According to Purpose Commercial or trading partnership. Professional or non-trading partnership.
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As opposed to partnership with the organizational structure of the are made, as well as ownership stakes and profit and her citigroup investment banking internships in nyc of the business. PARAGRAPHAccordingly, each partner is only liable capital investment partnership agreement his or her initial capital raised does not fully cover the initial costs the company should retain. There must be at least term is included in the the business partners. In this partnership, a fixed one general partner in this. Additionally, you should specify a course of action if the actions and the debts and obligations associated with his or they have contributed to the. Profit and losses may be distributed based upon:. It is important to clearly will provide an initial capital type of partnership. Partners may indicate how assets are distributed in the event simple partnership agreement. UpCounsel accepts only the top De jure partnership. Typically, one or more partners 5 percent of lawyers to of dissolution.CAPITAL ACCOUNTS: There shall be maintained in the name of each partner a capital account. Any increase or decrease in the value of the partnership on any. “Capital Event” shall mean, with respect to any Investment, (a) the sale, transfer, exchange, pledge, hypothecation, or other disposition of all or any portion of such. WHEREAS, the parties hereto desire to execute this Agreement to evidence their The capital contributions of the Partners to the Partnership are and shall be investment or profession, other than any business, investment or profession that.