Family limited partnership agreement—Historically significant property.
This Agreement of Limited Partnership of the Jones Family Limited Partnership, a [state] limited partnership, is
entered into on , 20 , between Jones, Inc., a [state] corporation, as General Partner, and the persons
executing the attached signature pages as Limited Partners.
1.1. Name. The name of the Partnership is "The Jones Family Limited Partnership," duly organized as a limited
partnership under the laws of the State of by the filing of a Certificate of Limited Partnership admitted to record
in the office of the State Corporation Commission on , 20 .
1.2. Other Names. Partnership business shall be conducted under such names as the General Partner may from time to
time deem necessary or advisable, provided that the appropriate amendments to this Agreement and/or necessary
filings under applicable assumed or fictitious name statutes are first obtained.
ARTICLE 2—PARTNERSHIP OFFICES
2.1. Accounting and Records Office. The Partnership office where records required to be kept by Section of the
Code of [state], is , in the County of , State of . The Partnership business office shall be at the same
address, or at such other place as the General Partner may, from time to time, designate by notice to the Limited
2.2. Additional Offices. The Partnership may have such additional offices as the General Partner may, from time to
time, deem necessary or advisable.
ARTICLE 3—PURPOSE AND BUSINESS OF THE PARTNERSHIP
3.1. The purpose and business of the Partnership shall be to acquire, hold for investment, mortgage, manage, operate,
lease (whether as lessor or lessee), refinance, build, develop, restore, provide through easements and otherwise for
continuing preservation, and sell properties of historic significance in [state]; to engage in any and all activities
incidental or related to the above including, but not limited to the opening, maintaining and closing of banking accounts
at financial institutions selected by the General Partner in the Partnership name, the borrowing of money in the
Partnership name and the pledging of Partnership assets for those transactions; and in all respects to act as an owner and
operator of real and personal property, upon and subject to the terms and conditions of this Agreement.
ARTICLE 4—TERM OF THE PARTNERSHIP
The Partnership was formed pursuant to the [state] Revised Uniform Limited Partnership Act on , 20 ,
and its term shall terminate no later than , 20—, unless extended by unanimous approval of all Partners, at which
time the Partnership is to be dissolved and its affairs wound up, unless sooner terminated as provided in this Agreement.
Certain terms employed in this Agreement shall have the following meanings:
5.1. "Act" shall mean the [state] Revised Uniform Limited Partnership Act, as set forth in [State code citation] as
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5.2. "Adjusted Capital Contributions" shall mean all cash contributions made by a Limited Partner or his or her
successor in interest on or by a particular date minus all Cash from Capital Transactions allocated and distributed to that
Limited Partner or his or her predecessor in interest on or by that date.
5.3. "Affiliate" of a person shall mean (i) any officer, director, trustee, general partner, employee or holder of ten
percent or more of any class of the voting securities of or equal interest in that person; (ii) any corporation, partnership,
trust or other entity controlling, controlled by or under common control with that person; (iii) any officer director,
trustee, general partner, employee or holder of ten percent or more of the outstanding voting securities of any
corporation, partnership, trust or other entity controlling, controlled by or under common control with that person; and
(iv) any relative or spouse of any natural person included in (i) or (iii) above, any one of whom has the same home as
that natural person.
5.4. "Agreement" shall mean this Agreement of Limited Partnership and the Certificate of Limited Partnership filed in
the office of the State Corporation Commission on , 20 as either may be amended from time to time.
5.5. "Agreement of Purchase" shall mean any agreement between the General Partner and seller entered into on behalf
of this Partnership for purchase of real estate or financial instrument.
5.6. "Assignee" shall mean any person who acquires a beneficial interest in a Unit but who is not a Substitute Limited
5.7. "Assets" shall mean the tangible and intangible personal and real property of the Partnership, including, but not
limited to, the Property, and all other assets, capital or otherwise which are used for the production of income.
5.8. "Capital Account" shall mean an individual account to be maintained for each of the Partners in accordance with
the following: (A) the account shall be increased by (i) the amount of any money contributed by that Partner to the
Partnership, (ii) the fair market value of any property (net of liabilities to which that property is subject or which are
assumed by the Partnership in connection with the contribution of that property) contributed by that Partner to the
Partnership, (iii) that Partner's share of Income of the Partnership, (iv) that Partner's share (determined in the same
manner as that Partner's share of Income allocated pursuant to Section 11.1 of this Agreement) of income exempt from
federal income tax, and (v) any other items that require an increase to the Capital Account under Treasury Regulations
§1.704-1(b)(2)(iv); (B) the account shall be decreased by (i) Cash Distributions to that Partner, (ii) the fair market value
of any property (net of liabilities to which that property is subject or which are assumed by that Partner in connection
with the distribution of that property) distributed to that Partner, (iii) that Partner's share of Losses, and (iv) that
Partner's pro rata share (determined in the same manner as that Partner's share of Losses allocated pursuant to Section
11.1 of this Agreement) of any expenditures of the Partnership set forth in IRC §705(a)(2)(B) or treated as Section
705(a)(2)(B) expenditures pursuant to Treasury Regulations §1.704-1(b)(2)(iv), and (v) any other items that require the
Capital Account to be decreased pursuant to Treasury Regulations §1.704(1)(b)(2)(iv); and (C) the account otherwise
shall be adjusted to comply with Treasury Regulations §1.704-1(b)(2)(iv).
It is the intent of this Agreement to comply with the rules set forth at Treasury Regulations §1.704-1(b) with respect
to the maintenance of Capital Accounts in order that the Partnership's allocations will have substantial economic effect
within the meaning of the Regulations, and the above definition of Capital Account and this Agreement shall be
interpreted accordingly. By way of example and not of limitation of the adjustments to be made to the Capital Accounts
in accordance with Treasury Regulations §1.704-1(b)(2)(iv), the following items shall be allocated and reflected as
adjustments in the Capital Accounts:
(i) All adjustments required by IRC §704(c) shall be made in the Partners' Capital Accounts,
(ii) Any increase in the adjusted tax basis of any "Section 38" property of the Partnership under IRC §48(q)(2) shall
be allocated among the Partners in the same proportion as the investment tax credit from that property is recaptured by
the Partners under Treasury Regulations §1.48-6 and shall be reflected as an increase in their Capital Accounts, and any
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reduction in the adjusted tax basis of any "Section 38" property of the Partnership under IRC §§ 48(q)(1) or 48(q)(3)
shall be allocated among the Partners in the same proportion as the adjusted tax basis or cost of the property is allocated
pursuant to Treasury Regulations §1.48-3(f), or 1.48-8(a) and shall be reflected as a decrease in their Capital Accounts,
(iii) All expenditures classified as organization expenses pursuant to Treasury Regulations §1.709-1 shall be
allocated to the Limited Partners in proportion to the number of Units owned by each at the time those expenses are
incurred and shall be reflected as a decrease in their Capital Accounts, and
(iv) Any other items not otherwise allocated under this Agreement shall be allocated among the Partners as may be
required by the Regulations or, if not dealt with in the Regulations, in the same proportions provided for in Section
The General Partner is authorized to maintain the Capital Accounts of the Partners in a manner that differs from this
Agreement to the extent advised to do so by the Partnership's accountants or legal counsel and only to the extent
necessary to comply with Treasury Regulations §1.704-1(b), and no amendment of this Agreement or approval of any
Partner shall be required in that connection.
5.9. "Capital Contribution" shall mean the amount of capital actually paid into the Partnership from time to time by a
Limited Partner or General Partner for the purchase of a Unit or the amount set forth in Section 6.1 for a General
Partner and Section 6.2 for a Limited Partner.
5.10. "Capital Transaction" shall mean a sale of Partnership Property, a refinancing of any mortgage or deed of trust
indebtedness secured by that Property, a condemnation of all or any part of that Property, the receipt of any insurance
proceeds (other than rent insurance) with respect to that Property to the extent not expended, and any other transaction
with respect to that Property reasonably regarded as a Capital Transaction by the General Partner based upon the advice
of the Partnership's accountants.
5.11. "Cash from Financings" shall mean the amount or portion of the cash received by or remaining to the Partnership
after the payment of or the provision for the payment of obligations currently due, all costs and expenses incurred by the
Partnership in connection with any Partnership loan and after the deduction or retention of such sums as the General
Partner, in his (or her) sole and absolute discretion, deems reasonably necessary to be retained for the conduct of
Partnership business. Cash from Financings shall be treated as a Capital Transaction, as defined in Section 5.10.
5.12. "Cash Available for Distribution" shall mean the gross amount of cash proceeds from Partnership operations
(cash proceeds from sources other than Capital Transactions) actually received during a fiscal year or other period for
which the determination is being made plus the amount of any reserves set aside during prior periods pursuant to this
Section and determined in the sole discretion of the General Partner to be no longer necessary as reserves. From this
amount, there will be subtracted: (1) all operating expenses (excluding any expenses previously reserved against under
this Agreement to the extent those expenses are paid out of that reserve) of the Property and the Partnership actually
paid in cash to date, including any Management Fee; (2) all cash payments actually made in payment of indebtedness of
the Partnership, whether in the form of principal, interest or other payments (other than payments of that indebtedness
in connection with a Capital Transaction); and (3) all amounts established in the discretion of the General Partner as
reserves for working capital, capital improvements and replacements and other contingencies.
5.13. "Cash Distributions" shall mean cash distributed to the Partners (excluding the repayment of loans made to or
funds advanced on behalf of the Partnership by the Partners, and fees and other payments made to the General Partner
and Affiliates of the General Partner under Section 19 of this Agreement) from all sources, including Distributions of
Cash Available for Distribution from the operation of the Property and of net proceeds from Capital Transactions.
5.14. "Code" shall mean the United States Internal Revenue Code of 1986, as amended from time to time, or successor
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5.15. "General Partner" shall mean Jones, Inc., a [state] corporation, and any successor or additional General Partner as
may be appointed pursuant to Article 17 of this Agreement.
5.16. "Gross Income" shall mean the aggregate amounts received by the Partnership from the operation and conduct of
its business in or for any year or other period and shall include gross rents from the rental of Partnership assets and any
other receipts of whatever nature, and proceeds of policies of insurance received by the Partnership in and for that year
or period for or as a result of an interruption or cessation of its business. Gross Income shall not include: (a) cash from
Capital Transactions; (b) Cash from Financings; (c) net gains from Capital Transactions; (d) deposits received from
tenants and held by the Partnership; or (e) payments received from partners and held by the Partnership.
5.17. "Limited Partners" refers, collectively, to the Original Limited Partner, and to any person admitted as an
additional or substitute Limited Partner pursuant to Article 16 below.
5.18. "Majority in Interest of the Partners" shall mean at any time the Limited and General Partners who have more than
50 percent of the Units of the Partnership.
5.19. "Net Gains and Net Losses from Capital Transactions" shall mean the gains and losses realized by the Partnership
as a result of or upon any sale, exchange, condemnation or other disposition of capital assets of the Partnership or as a
result of or upon the damage or destruction of the capital assets.
5.20. "Net Gains" or "Net Losses" shall mean the income or losses of the Partnership in or for any year or other period
remaining or resulting after the payment or provision for the payment or the deduction from gross income of all
expenses incurred by the Partnership in connection with the operation and conduct of its business, but before making
any allowance for or deduction of: (i) amortization or payment of the principal amount of any indebtedness of the
Partnership; (ii) expenditures for acquisition of capital assets of the Partnership; (iii) deductions for the depreciation or
amortization of the costs of capital assets of the Partnership; (iv) net losses from capital transactions; or (v) the payment
or accumulation of funds into or as reserves held or to be held in accordance with the provisions of Article 20 of this
5.21. "Original Limited Partner" refers to John J. Jones. Additional Limited Partners shall be admitted to the
Partnership as they contribute capital to the Partnership or succeed to the interests of the Original Limited Partner.
5.22. "Partners" refers, collectively, to the General Partner and Limited Partners, unless the context otherwise requires
a distinction to be made between them.
5.23. "Partnership" shall mean "The Jones Family Limited Partnership" subject to this Agreement.
5.24. "Partnership Property" or "Property" shall refer to any real or personal property or business acquired by the
5.25. "Pro Rata Basis" shall mean an allocation or distribution in proportion to the respective adjusted Capital
Accounts of the class of Partners referred to.
5.26. "Regulations" shall mean any regulations issued by the U.S. Treasury Department under the Code.
5.27. "Substitute Limited Partner" shall mean an assignee of the Partnership interest of a Limited Partner who has been
admitted to the Partnership and granted all the rights of a Limited Partner in place of his or her assignor pursuant to this
Agreement. A Substitute Limited Partner, upon his or her admission as such, shall replace and succeed to the rights,
privileges and liabilities of the assignor Limited Partner to the extent of the Partnership Units assigned.
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5.28. "Unit" or "Unit of the Partnership" except as otherwise defined below, shall mean a Partnership interest of a
Partner having a fixed value equal to $10,000. During 1993 and each subsequent year of this Partnership, a Unit shall
have a fixed value equal to $10,000. The total number of Units (including portions of Units) of the Partnership held by
all of the Partners, and the number of Units (including portions of Units) of the Partnership held by each Partner shall be
determined as of the first day of the tax year of the Partnership. To the extent that the aggregate net fair market value of
Partnership capital (the "Net Value of the Partnership") increases (or decreases) during any taxable year of the
Partnership, the total number of $10,000 Units of the Partnership held by all of the Partners shall be automatically
increased (or decreased) proportionately in accordance with the percentage increase (or decrease) in the Net Value of
the Partnership. Issuance, assignment, transfer, sale, gift, or encumbrance of Units or portions of Units, whether
expressed as "fractional Units" (for example, 2 and 1/3 Units) or as "percentage Units" (for example, 2.33 Units), shall
be subject to the rights and authority of the General Partner and Limited Partners and to the conditions and restrictions
contained elsewhere in this Agreement. The total number of Units determined to be outstanding as of the end of each
taxable year of the Partnership shall be calculated in reliance upon the opinion of value of the Partnership's accountant
or based upon an independent appraisal of the Net Value of the Partnership and each Partner's interest in the
Partnership. For purposes of the determination of the total number of Units of the Partnership, valuation of the
Partnership capital and determination of the Net Value of the Partnership may be based upon the opinion of the
accountant of the Partner ship. As used throughout this Agreement, the term "Unit" shall not be synonymous with the
term "Partnership interest," since, as used throughout this Agreement, the term "Unit" refers to the portion of a
Partnership interest expressed as a fixed value of $10,000, while the term "Partnership interest" refers to the percentage
that a Partner's interest in Partnership capital bears to the Net Fair Market Value of the Partnership, as determined in
accordance with IRC §704(b) and corresponding Regulations. For the purposes of this Agreement, a Partner's
"Partnership interest" is determined by dividing the number of $10,000 Units (including fractional portions of Units)
held by the Partner into the total number of $10,000 Units (including fractional portions of Units) issued by the
Partnership. A Partner's Partnership interest may be expressed either as a fraction or percentage of the Net Value of the
5.29. "Unrepaid Capital Contributions" means the initial Capital Contribution of a Partner, reduced by any distribution
of that Capital Contribution by Cash from a Capital Transaction and increased by any additional Capital Contribution.
5.30. "Taxable Year of the Partnership" shall mean an annual accounting period ending December 31 of each year
during the term of the Partnership.
ARTICLE 6—CAPITAL CONTRIBUTIONS
6.1. Capital Contributions by the General Partner. The General Partner shall make an initial contribution of $100 in
cash to the capital of the Partnership.
6.2. Capital Contribution of Limited Partners. It is agreed that the Limited Partners have contributed (or are the
successors in interest) to the capital of the Partnership (as adjusted from time to time after the initial capital
contributions to the Partnership were made by the initial Limited Partners) the amount set forth opposite his or her name
on the Limited Partners' Signature Page attached to this Agreement.
6.3. No Interest Paid. No interest shall be paid on any contribution to the capital of the Partnership.
6.4. No Additional Contributions Unless Voted. No additional capital contributions (whether in cash or property) shall
be required to be made by any Limited Partner, except upon and subject to the terms of the vote of at least a Majority in
Interest of the Partners entitled to vote on those additional contributions. The amount so voted to be contributed shall be
apportioned among all Partners in accordance with their respective percentage interests in the Partnership.
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6.5. Limited Partnership Units. It is agreed that the estimated Net Fair Market Value of the Partnership was equal to the
amount of $ , as of the date of formation of this Partnership. With respect to 1993 and each Taxable Year of the
Partnership after 1993, the value of one Limited Partnership Unit ("Unit") shall be $10,000, and the transfer (by gift or
otherwise) of any Unit shall expressly refer to that Unit by the year during which the transfer occurs. For example, a
transfer or gift of one Unit in 1993 shall be described as a gift of one "1993 Unit". All funds or property contributed by
a Partner for the purchase of a Unit shall be Partnership property and shall not be treated as the property of the General
Partner or Limited Partners. Units shall be paid for in cash or by check or other negotiable instrument acceptable to the
6.6. Capital Accounts. Capital Accounts shall be maintained for the Partners in accordance with Section 5.8. No Partner
shall be entitled to withdraw any part of his or her Capital Account, or receive any distribution of interest on his or her
Capital Contribution, except as set forth in this Agreement.
6.7. Percentage Interest. The percentage interest of a Partner for purposes of voting, consenting and taking any action
authorized or required under this Agreement shall be pro rata in accordance with the number of Units (or fractional
portion of Units) held by that Partner.
ARTICLE 7—CONDITIONS OF CAPITAL CONTRIBUTIONS OF THE LIMITED PARTNERS
The Limited Partners' obligation to make Capital Contributions is subject to the condition that the representations,
warranties, and covenants of the General Partner, as set forth in Article 9 below, are and shall be true and correct, or
have been and will have been complied with, in all material respects on the Effective Date of this Agreement, except to
the extent that any such representation, warranty, or covenant expressly pertains to an earlier date.
ARTICLE 8—ADDITIONAL CAPITAL CONTRIBUTIONS BY LIMITED PARTNERS
8.1. Procedure for Additional Capital Contributions. Section 6.4 of this Agreement permits the Partnership to offer new
Units for additional capital contributions only after approval by the vote of a Majority in Interest of the Partners in favor
of those additional capital contributions. The Limited Partners shall have the right of first refusal to subscribe for any
additional Units offered, in the order in which the Limited Partners were originally admitted to the Partnership, prior to
the offering of any additional Units to persons or entities not already admitted to the Partnership as Limited Partners. If
the Limited Partners collectively do not contribute the aggregate amount of the additional capital contributions, then
the General Partner shall have the right to complete the offering of new Units for the uncontributed portion of the
proposed additional capital contributions, including the right to offer new Units to any person or entity not already
admitted to the Partnership as a Limited Partner. Alternatively, the General Partner may make a loan to the Partnership
in an amount equal to the uncontributed portion of the proposed additional capital contributions, which loan is to bear
interest at the prevailing commercial loan rates in effect in the commercial lending market for similar loans as if the loan
by the General Partner were made by a lending entity not affiliated with the Partnership.
8.2. Dilution Due to Not Making Additional Contributions. In the event of any Partnership expansion occurring as a
result of a vote to do so by a Majority in Interest of the Partners, the Capital Account of each Limited Partner shall be
adjusted in the manner set forth in Section 5.8. In addition, there shall be an adjustment of the pro rata share of all
Limited Partners to reflect all contributions made to that date. This shall be accomplished by the issuance of additional
Units to the persons making the additional contributions. This will have the effect of increasing the percentage share of
a Limited Partner who made such a contribution and decreasing the percentage share of a Limited Partner who did not
make such a contribution in the profits, losses, allocations, gains, and cash distributions to be received by the Limited
Partners from the Partnership. In the event a Limited Partner does not make a contribution agreed upon by vote of a
Majority in Interest of the Limited Partners, the Limited Partner will retain full voting rights and his or her then-diluted
pro rata share of the profits, losses, gains, allocations, and cash distributions in the Partnership.
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ARTICLE 9—REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GENERAL PARTNER
9.1. Representations of General Partner. The General Partner represents and warrants to the Limited Partners that:
(a). The Partnership has duly filed the Certificate of Limited Partnership with the appropriate authorities in the State
of in the manner provided in the Act, and, therefore, the Partnership is a limited partnership duly organized and
validly existing under the Act.
(b). The Units have been duly authorized or created and validly issued and the Limited Partners shall have no
personal liability to contribute any additional capital to the Partnership other than the amounts agreed to be contributed
by them in the manner and on the terms set forth in this Agreement, subject, however, to such limitations as may be
imposed under the Act.
(c). No default exists nor is there any material breach or default adverse to the Partnership under the terms of any
material agreement affecting the Partnership business.
(d). No material claim, litigation, governmental investigation, legal action or other proceeding is pending or, to the
knowledge and belief of the General Partner, is threatened against the General Partner in any court, commission,
administrative body or other authority, which could materially adversely affect the Partnership, or the ability of the
General Partner to perform any of his (or her) obligations contemplated by this Agreement.
9.2. Covenants of General Partner. The General Partner covenants that:
(a). It will at all times act in a fiduciary manner with respect to the Partnership, its Property, and the Limited
(b). Unless involuntarily terminated, and except pursuant to the provisions of Article 18 governing termination of
the services of the General Partner, it will serve as General Partner of the Partnership until the Partnership is dissolved
and terminated without reconstruction.
(c). It will cause the Partnership to carry adequate public liability, property damage and such other insurance as may
be appropriate for the nature of Partnership's assets and business.
9.3. Conditions Satisfied. The General Partner represents that all conditions that are specified in this Article 9 have
been satisfied or otherwise assured as of the effective date of this Agreement.
ARTICLE 10—ADMISSION OF LIMITED PARTNERS
10.1. Conditions for Admission of Limited Partners. Any person may be admitted to the Partnership as a Limited
Partner only upon satisfaction of the following conditions:
(a). The General Partner shall approve the admission of that person on the terms and conditions that are provided by
this Agreement; and
(b). The person admitted as Limited Partner shall have accepted and adopted all of the terms and provisions of this
10.2. Admission Procedure. No additional Limited Partners may be admitted to the Partnership by the General Partner,
except pursuant to the procedure set forth in Article 16 with respect to Substitute Limited Partners and with respect to
the necessity for additional capital contributions pursuant to the procedures set forth in Article 8. Each current Limited
Partner has specifically authorized, and each future Limited Partner will specifically authorize (through a Special
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Power of Attorney), the General Partner to execute and file certificates with the required local and state authorities that
contain specific information relating to the Capital Contributions, share of profits, names and addresses of the Limited
Partners on an individual basis for each Limited Partner so as to amend the Certificate of Limited Partners to permit the
Limited Partners to be admitted to the Partnership pursuant to the terms and conditions of this Agreement. The General
Partner will keep on record, at the office of the Partnership, the Partnership Agreement signed by each Partner which
states the name, address, amount of Capital Contribution and share of profits and compensation of each Partner and
upon written request will make the Partnership Agreement available without charge to any creditor or Partner of the
10.3. Representations of Limited Partners. Each Limited Partner warrants and represents to the Partnership that he or
she is acquiring Units in the Partnership for his or her own account and not for the benefit of others (other than in a
fiduciary capacity) and not with a view toward resale or distribution, and he or she will not attempt to transfer his or her
interest or a beneficial portion of it in violation of this Agreement and the Securities Act of 1933 and the rules and
regulations promulgated under that Act, recognizing that the interest of that Limited Partner and those of the rest of the
Limited Partners and the General Partner have not been registered under the Securities Act of 1933 (and the Partnership
is not obligated to register the interests) and may be transferred only upon compliance with the terms of this Agreement
and may not under any circumstances be transferred without an effective registration statement under the Securities Act
of 1933 or an opinion of counsel satisfactory to the Partnership that registration is not required under the Securities Act
ARTICLE 11—ALLOCATIONS AND DISTRIBUTIONS
11.1. Allocations of Income or Losses and Cash Distributions from Partnership Operations.
(a). Income and Losses from all sources (but not including those from Capital Transactions or from Sections 11.3,
11.4 and 11.5) and Cash Distributions from all sources (other than from a Capital Transaction as set forth in Sections
11.3, 11.4 and 11.5) shall be distributed 99 percent to the Limited Partners and 1 percent to the General Partner.
(b). Taxable income of the Partnership shall be allocated to the Partners based upon the percentage that actual cash
distributed to a Partner bears to the total cash distributed to all Partners. Losses shall be allocated in the same manner as
taxable income, provided, however, if there is no taxable income, losses and tax credits shall be allocated 99 percent to
the Limited Partners and 1 percent to the General Partner.
(c). Cash from Operations, if any, shall be distributed annually not more than 75 days after the last business day of
each year, but those distributions may be made more often at such time or times as the General Partner, in his or her sole
discretion, may determine. Except as may otherwise be directed by a majority in interest of the Limited Partners, the
General Partner shall distribute all Partnership funds representing Cash from Operations, except to the extent those
funds may, in the sole discretion of the General Partner, be necessary to maintain capital reserves of the Partnership for
Partnership purposes, including the promotion, development, and expansion of Partnership business, the purchase of
additional Partnership assets, the accumulation of funds to retire Partnership debts, and compliance with lender
11.2. Allocation of Income and Losses from a Capital Transaction.
(a). Prior to allocating the Income or Losses from a Capital Transaction, all Income or Losses of the Partnership
(other than those with respect to that Capital Transaction) to the date of that Capital Transaction shall be allocated to the
Capital Accounts of the Partners as provided in Section 11.1 and all contributions made by the Partners and any Cash
Distributions (other than with respect to that Capital Transaction) made to the Partners to date shall be reflected in the
Capital Accounts of the Partners.
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(b). All Income from a Capital Transaction shall be allocated among the Partners of record on the date of that
Capital Transaction as follows:
(i) First, 100 percent to those Partners with deficit Capital Account balances pro rata until those Capital Account
balances have been increased to zero.
(ii) Second, 99 percent to the Limited Partners and 1 percent to the General Partner until the Capital Accounts of the
Limited Partners (after taking into account all prior income, losses and Cash Distributions, but before taking into
account any Cash Distributions with respect to the Capital Transaction) are equal to the amount, if any, by which each
Limited Partner's Unrepaid Capital Contributions exceeds the cumulative Cash Distributions from Capital Transactions
received up to that time by such Limited Partners.
(iii) Third, 100 percent to the General Partner until the Capital Account balances of the General Partner and the
aggregate Capital Account balances of the Limited Partners (after taking into account the above allocations under this
Subsection) are in the ratio of 1 for the General Partner to 99 for the Limited Partners.
(iv) Fourth, and finally, 99 percent to the Limited Partners and 1 percent to the General Partner.
(c). Any Losses and Tax Credits resulting from a Capital Transaction shall be allocated among the Partners of
record on the date of that Capital Transaction 99 percent to the Limited Partners and 1 percent to the General Partner.
(d). If any part of the Income recognized with respect to a Capital Transaction is reportable on an installment basis
or other deferred basis, that Income shall be allocated in accordance with this Section 11.2 as it is deemed to be
11.3. Cash Distributions from a Capital Transaction.
(a). Cash Distributions from a Capital Transaction (other than net proceeds of a Capital Transaction distributed in
liquidation of the Partnership, which shall be distributed as provided in Article 23) shall be distributed as follows:
(i) First, to any Partner with a positive capital account until all of that Partner's capital account is zero;
(ii) Second, 99 percent to the Limited Partners and 1 percent to the General Partner until the Limited Partners
receive an amount equal to the sum of (A) their Unrepaid Capital Contributions, if any, and (B) any Preferred Return
due them from the sale or refinancing of the asset causing that Cash Distribution; and
(iii) Thereafter, 99 percent to the Limited Partners and 1 percent to the General Partner.
(b). If any proceeds from a Capital Transaction are to be received on a deferred basis by the Partnership, whether by
reason of the receipt by the Partnership of an installment note as part of those proceeds or otherwise, all such deferred
proceeds shall be allocated and distributed in accordance with this Section 11.3 as received. The amount distributable
with respect to a Capital Transaction shall be the net proceeds of that Capital Transaction after the payment of any
indebtedness with respect to the Property, any fees and other expenses incident to the transaction, including any such
fees and expenses payable to the General Partner or their Affiliates, and the establishment of any necessary reserves
with respect to that Capital Transaction.
11.4. Special Allocations.
(a). Except for nonrecourse deductions which shall be allocated in accordance with Subsection 11.4(d) below, no
Losses, Tax Credits or other Partnership item shall be allocated to a Limited Partner to the extent that allocation would
cause or increase a deficit balance in that Limited Partner's Capital Account (in excess of any limited dollar amount of
the deficit balance that the Limited Partner is obligated to restore) as of the end of the Partnership taxable year to which
that allocation relates, taking into account in determining that Partner's Capital Account for purposes of determining
whether that allocation can be made, the adjustments, allocations or distributions described in Treasury Regulations
§1.704-1(b)(2)(ii)(d)(4)–(6). Any such Losses which cannot be allocated to Limited Partners shall be allocated to the
General Partner. Offsetting increases to a Partner's Capital Account taken into account under Treasury Regulations
§1.704-1(b)(2)(ii)(d)(6) shall not include income and gain that is expected to be allocated to that Partner pursuant to the
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minimum gain charge-back provided for in Section 11.4(d) below. If any such Losses are so allocated to the General
Partner, Income and Losses arising in later fiscal years will be allocated so that the Income and Losses allocated to the
Limited Partners will be equal to the net amount of Income or Losses which would have been allocated if such Losses
could have been allocated to the Limited Partners as contemplated by this Article 11.
(b). In the event any Limited Partners unexpectedly receive any adjustments, allocations or distributions described
in Treasury Regulations §1.704-1(b)(2)(ii)(d)(4)–(6), items of Partnership Income and Gain shall be specially
allocated to those Limited Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital
Accounts created by those adjustments, allocations, or distributions as quickly as possible. Any special allocations of
items of Income or Gain pursuant to this Section 11.4(b) shall be taken into account in computing subsequent
allocations of Income and Losses pursuant to this Article, so that the net amount of any items so allocated and the
Income, Losses and other items allocated to each Partner pursuant to this Article 11 shall, to the extent possible, be
equal to the net amount that would have been allocated to each such Partner pursuant to the provisions of this Article if
such unexpected adjustments, allocations or distributions had not occurred.
(c). The allocations under this Article 11 shall also be subject to the special allocation provisions set forth in Section
5.8 with respect to the maintenance of Capital Accounts, including the special allocations of any increases or decreases
in the adjusted tax basis of IRC /s38 property of the Partnership and any expenditures classified as organization
expenses pursuant to Treasury Regulations §1.709-2(b) as set forth in Section 5.8.
(d). Except as set forth in this Subsection, nonrecourse deductions of the Partnership as determined under Treasury
Regulations §1.704-1(b)(4)(iv)(b) shall be allocated as provided in Section 11.1 above. If there is a net decrease in the
Partnership's minimum gain as defined in Treasury Regulations §1.704-1(b)(iv)(c) during a Partnership taxable year,
and any Partner has a deficit Capital Account balance at the end of that year (excluding from that deficit any amount of
the deficit which that Partner is required to restore pursuant to this Agreement, reducing the Partners' Capital Accounts
by the adjustments, allocations or distributions described in Treasury Regulations §1.704-1(b)(2)(ii)(d)(4)–(6) and
excluding from those deficits any additions to the Capital Accounts pursuant to the next to the last sentence of Treasury
Regulations §1.704(b)(4)(iv)(f) computed with respect to the amount of the Partnership's minimum gain after such net
decrease), prior to any other allocations of Income or Loss under this Article 11, items of Income and Gain for such
taxable year of the Partnership (and if necessary, subsequent years) shall be allocated to the Partner(s) with deficit
Capital Account balances pro rata based upon the amounts of the deficits in the amount needed to eliminate the deficit
Capital Account balances as quickly as possible (such special allocation being referred to in this Agreement as a
"minimum gain charge-back"). The minimum gain charge-back allocated in any taxable year shall consist first of gains
recognized from a disposition of items of Partnership Property subject to one or more nonrecourse liabilities of the
Partnership to the extent of the decrease in minimum gain attributable to the disposition of those items of Property, with
the remainder of the minimum gain charge-back, if any, made up of a p ro rata portion of the Partnership's other items
of Income and Gain for that year; provided, if the Gains exceed the amount of the minimum gain charge-back, a
proportionate share of each such gain shall constitute a part of the minimum gain charge-back. It is the intent of this
Subsection to constitute a "minimum gain charge-back" provision within the meaning of Treasury Regulations
§1.704(b)(4)(iv)(e) and this provision shall be interpreted accordingly.
11.5. Apportionment Among Partners.
(a). Except for allocations to be made based on the Partners' respective Capital Account balances, the aggregate
share of Income, Losses and Cash Distributions of the Partnership which is allocable to the Limited Partners (including
the General Partner to the extent of his or her Limited Partnership interests under Section 6.2) shall be allocated among
the Limited Partners based upon the ratio of the number of Units owned by each Limited Partner to the total number of
Units owned by all Limited Partners. Allocations of Income and Losses shall be computed and effected by the General
Partner in compliance with the Code and the Regulations, and allocations of Cash Distributions shall be computed and
effected as of the date of the particular Cash Distribution.
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(b). Except for allocations to be made based on the Partners' respective Capital Account balances, the aggregate
share of Income, Losses and Cash Distributions of the Partnership which is allocable to the General Partner shall be
allocated among them in proportion to their respective percentages of interest in the Partnership as set forth in Section
6.7, which apportionment is to take place in the same manner and at the same time as for the Limited Partners.
(c). In apportioning Income and Losses among the Partners during periods in which the interest of the Partners may
vary from time to time within the period, whether because of Partners' entering or withdrawing from the Partnership or
otherwise, the General Partner may adopt any monthly convention or other method of an interim closing of the
Partnership's books allowable under the Code and Regulations. The General Partner shall not be liable to any Limited
Partner with respect to electing or not electing to cause the Partnership to utilize an interim closing of the Partnership
books. If the General Partner elects an interim closing of the Partnership books, all allocations shall be made on the
basis of that interim closing of the books without requiring the consent by any Partner or any modification of this
Agreement, and allocations made on that basis shall override any contrary provision in this Agreement regarding the
time for determining the allocation of Income, Losses, and other items.
11.6. Authority of General Partner to Vary Allocations.
(a). The General Partner is authorized to modify the allocation of Income and Losses and other Partnership items
from the allocations provided in this Article 11 to the extent the Partnership's accountants or attorneys advise that this
is necessary to comply with IRC §704(b), or other provisions of the Code. Allocations made in accordance with this
Section 11.6(a) shall be a complete substitute for any allocation otherwise provided for in Article 11 and no amendment
of this Partnership Agreement or the further approval of any Partner shall be required.
(b). If any allocation results in less favorable treatment of the Limited Partners than is otherwise provided for in this
Article 11, the General Partner is then authorized, to the extent that the General Partner is advised by the Partnership's
accountants or attorneys that such is allowable, to allocate Income, Losses and other items arising in later fiscal years so
as to bring the allocations of Income and Losses to the Limited Partners as nearly as possible to the allocations of
Income and Losses otherwise contemplated by Article 11.
(c). Allocations made by the General Partner under this Section 11.6 in reliance upon the advice of the Partnership's
accountants or attorneys shall be deemed to be made pursuant to the fiduciary obligation of the General Partner to the
Partnership and the Limited Partners, and no such allocation shall give rise to any claim or cause of action by any
11.7. Cash from Financings.
(a). The aggregate amount of Cash from Financings received by the Partnership during any Taxable Year of the
Partnership shall be allocated and distributed according to the same priority and the same amounts as Cash
Distributions from a Capital Transaction are to be allocated and distributed under Section 11.3.
(b). Cash from Financings shall be distributed annually not more than 75 days after the last business day of the
calendar year in which the Partnership received the amounts to be distributed, but those distributions may be made at
the time or times as the General Partner, subject to the other provisions by this Agreement, in its sole discretion, may
ARTICLE 12—LIMITED LIABILITY OF LIMITED PARTNERS
No Limited Partner shall be required to make any contribution to the Capital of the Partnership except as set forth in
Article 6. Unless he or she is also a General Partner, or, in addition to the exercise of the rights and powers as a Limited
Partner, he or she participates in the control of the Partnership business, no Limited Partner in his or her capacity as
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such shall be personally liable for any expense, liability, or obligation of the Partnership, except to the extent of his or
her interest in the Partnership and obligation to return distributions made to him or her under certain circumstances as
required by the Act. However, if a Limited Partner participates in the control of the Partnership business, the Limited
Partner shall be liable only to persons who transact business with the Partnership reasonably believing, based upon the
Limited Partner's conduct, that the Limited Partner is a General Partner.
ARTICLE 13—PERMITTED RIGHTS AND POWERS OF LIMITED PARTNERS
13.1. No Management or Control. Except as otherwise permitted under Section 13.2 below, no Limited Partner shall
take part in the control of the Partnership business, nor transact any business on behalf of the Partnership, nor have
power to sign for or bind the Partnership unless in an independent capacity acting as an agent for the Partnership
pursuant to a written contractual agreement, or unless the Limited Partner is also a General Partner.
13.2. Rights and Powers Not Constituting Participation in the Control of Partnership Business. A Limited Partner does
not participate in the control of Partnership business within the meaning of Section 13.1 solely by doing one or more of
(a). Being a contractor for or an agent or employee of the Partnership or of the General Partner, or being an officer,
director, or shareholder of the General Partner that is a corporation;
(b). Consulting with and advising a General Partner with respect to the Partnership business;
(c). Acting as surety for the Partnership or guaranteeing or assuming one or more specific obligations of the
(d). Taking any action required or permitted by law to bring or pursue a derivative action in the name of the
(e). Requesting or attending a meeting of Partners;
(f). Winding up the Partnership pursuant to [State code citation] of the Act, or successor law; or
(g). Proposing, approving or disapproving, by vote or otherwise, one or more of the following matters:
(i) The dissolution and winding up of the Partnership;
(ii) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the
(iii) The incurrence of indebtedness by the Partnership other than in the ordinary course of business;
(iv) A change in the nature of the business;
(v) The admission or removal of a General Partner or Limited Partner;
(vi) A transaction involving an actual or potential conflict of interest between a General Partner and the Partnership
or Limited Partners; or
(vii) An amendment to the Partnership Agreement or Certificate of Limited Partnership.
13.3. Dissolution or Partition. In spite of the powers and rights of Limited Partners enumerated in Section 13.2 above,
and in particular the right of a Limited Partner to propose, approve, or disapprove the dissolution and winding up of the
Partnership as permitted by Sections 13.2(f) and 13.2(g)(1), any Limited Partner who shall cause the dissolution and
winding up of the Partnership by court decree or otherwise, except as expressly provided in this Agreement, shall be
liable to the Partnership and General Partner for all resulting damages, expenses, and costs. Dissenting minority
Limited Partners shall have no right to have their Units appraised and redeemed, and no Limited Partner shall have the
right to file a partition action against the Partnership.
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13.4. Voting Rights. Without limiting the above, the Limited Partners shall have the right to participate in a vote on any
manner brought before the Limited Partners and General Partner for a vote pursuant to the provisions, procedures and
methods for those votes under Article 28.
ARTICLE 14—BANKRUPTCY OR INCAPACITY OF A LIMITED PARTNER
14.1. Death, Bankruptcy, Legal Incapacity of a Limited Partner. A Limited Partner shall automatically lose his or her
status as such upon that person's death, bankruptcy or legal incapacity, and his or her personal representative shall
succeed to the rights of that person as a holder of an interest in the Partnership and to that person's pro rata allocation of
income, losses and depreciation and to receive that person's share of Cash Distributions and Cash from Capital
Transactions. The estate or successor in interest of the deceased, bankrupt or incapacitated Limited Partner shall be
liable for all obligations under this Agreement. In no event, however, shall a personal representative or successor
become a Substitute Limited Partner unless the requirements of Article 16 of this Agreement are satisfied.
14.2. Joint Tenancy. In cases where a Limited Partner's Unit in the Partnership is held in joint tenancy and one joint
tenant dies, that Unit shall automatically pass in its entirety to the surviving joint tenant, together with all the rights and
obligations appurtenant to that Unit; provided, however, that before exercising in his or her sole name any of the rights
of a Limited Partner, the surviving joint tenant shall give notice of the other joint tenant's death to the General Partner.
Upon receipt of that notice, the General Partner shall cause the Partnership's books and records to be amended so as to
reflect the surviving joint tenant as owner of the Unit and as Limited Partner in his or her sole name. The Limited
Partners here authorize the General Partner to execute and acknowledge on their behalf any amendments to the
Certificate of Limited Partnership necessitated by the death of a joint tenant-Limited Partner.
ARTICLE 15—SALE, ASSIGNMENT, WITHDRAWAL, OR OTHER TRANSFER OF A UNIT OR RIGHTS TO
PROFITS AND INCOME
15.1. Transfer to Member of Immediate Family. Except as otherwise provided in this Article 15, a Limited Partner, or
his or her assignee, may sell, assign or otherwise transfer all or any of his or her Unit in the Partnership or rights to
profits or income of the Partnership, to a member of the transferor's immediate family, or to an inter vivos or
testamentary trust created or held for the benefit of the transferor's immediate family.
15.2. Transfers Other than to Immediate Family.
(a). Except as otherwise permitted with respect to intra-family transfers described in Section 15.1 above, and
subject to the procedural conditions and requirements set forth in Section 16.1, a Limited Partner may only sell, assign,
or otherwise transfer his or her Unit in the Partnership (or fractional portion of a Unit), or any right to profits or income
from his or her interest in the Partnership, upon compliance with the provisions in Section 15.2(b) below. In spite of the
above, no transfer of a Partnership Unit (or fractional portion of a Unit) or any right to profits or income from an interest
in the Partnership, shall be permitted if, in reliance upon legal advice rendered to the General Partner, the General
Partner determines that to do so would preclude or jeopardize the classification, for Federal income tax purposes, of the
Partnership as a "partnership" and would cause or threaten to cause the Partnership to be classified instead as an
"association" taxable as a corporation, or would classify Partnership as a "publicly traded partnership" as defined by
(b). As a condition to making any sale, assignment or other transfer of a Unit (or fractional portion of a Unit)
permitted under Sections 15.1 and 15.2(a) above, the Limited Partner who desires to make the sale, assignment or other
transfer of a Unit (the "Offering Partner") shall first set forth the proposed selling price and other material terms and
conditions of the proposed sale, assignment or transfer in a notice (the "Offer") with the names and addresses of the
prospective purchasers, transferees, or assignees, which notice of Offer shall be delivered to the General Partner. The
General Partner shall deliver a copy of the Offer to each Limited Partner. For a period of 30 days after a copy of the
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Offer is received by the Limited Partners, the Limited Partners shall have the option to accept the Offer by giving notice
of acceptance to the Offering Partner. The purchase by the Limited Partners shall be closed not more than 90 days after
acceptance of the Offer. In the event that more than one Limited Partner desires to accept the Offer and purchase the
Unit or Units being offered for sale, assignment or other transfer, those Limited Partners shall be entitled to acquire the
offered Unit or Units in proportion to the number of Units held by those accepting Limited Partners, unless by mutual
agreement they agree otherwise. If the Limited Partners do not accept the Offer as provided above, the General Partner
may accept the Offer by giving the Offering Partner notice of acceptance within 10 days after expiration of the
acceptance period granted to the Limited Partners. If neither the Limited Partners nor the General Partner accept the
Offer and close the purchase as provided above, then for the following 90 days, the Offering Partner may sell, assign or
otherwise transfer his or her Unit or Units to qualified persons or entities at a sales price and upon terms and conditions
no less favorable to the Offering Partner than those set for th in the Offer. Copies of the Offer and all notices required
by this Article shall be sent to the General Partner.
15.3. Assurances by Limited Partners. Prior to consenting to any sale, assignment or other transfer, the General Partner
shall be assured that the vendee, assignee or other transferee is a financially responsible individual who understands the
nature of the Partnership and intends to take and hold the Unit transferred for investment for his or her own account and
not for resale to others. The General Partner reserves the right not to agree to the sale, assignment or other transfer of
less than a single Unit or to a sale of any Unit to a resident of a State in which a Partnership Unit may not be sold.
15.4. Advice of Counsel on Sale. No sale, assignment or other transfer shall be made unless, in the opinion of counsel
acceptable to the General Partner, (1) registration is not required under applicable Federal and State securities laws
with respect to that transfer; (2) all of the provisions of this Agreement have been complied with; (3) the sale,
assignment or other transfer, together with all other sale or transfers of Units in the Partnership within the preceding 12
months would not result in a court holding that Partnership Units are freely transferable; (4) the sale or transfer will not
cause the Partnership to be classified as a "Publicly Traded Partnership" under IRC §7704; and (5) the transfer will not
result in a termination of the Partnership for state partnership law purposes or for federal tax purposes.
15.5. IRC §754 Election for New Limited Partner. In the event of a transfer of all or part of a Unit of a Limited Partner
in the Partnership by sale or exchange or on the death of a Limited Partner, at the request of any Limited Partner or a
deceased Limited Partner, the General Partner may cause the Partnership to elect, pursuant to IRC §754, or the
corresponding provision of any successor revenue statute, to adjust the basis of Partnership Property, as provided by
IRC §§ 734 and 743.
15.6. Withdrawal. A Limited Partner may not withdraw from the Partnership unless counsel for the Partnership advises
the Partnership that such a right is mandated by Section the Code of [State], regardless of this prohibition.
However, if for any reason, a Limited Partner is permitted to withdraw, that withdrawal may not be until after six
months prior written notice to each General Partner at the General Partner's address on the books of the Limited
ARTICLE 16—SUBSTITUTION OF LIMITED PARTNERS
16.1. Admission. Admission of the transferee or assignee of a Unit as a substitute Limited Partner shall be within the
sole discretion of the General Partner and shall be conditioned upon:
(a). Form. The instrument of sale, assignment or other transfer being in form and substance satisfactory to the
(b). Execution of Instruments. The execution and acknowledgment, by the vendor, assignor or other transferror and
by the vendee, assignee or other named transferee, of such instruments as the General Partner may deem necessary or
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desirable to effectuate that admission, including proof of residency in the State of Virginia or in any other state, District
or Territory in which the Partnership Units may be sold;
(c). Acceptance of Terms. The transferee's or assignee's written acceptance and adoption of all terms, provisions
and obligations contained in this Agreement, as the same may have been amended; and
(d). Transfer Fee. The transferee's or assignee's payment to the Partnership, in cash, of the sum of $100.00 plus all
reasonable expenses and attorney's fees incurred in connection with his or her admission, including, but not limited to,
the cost of preparing and filing of an Amendment and tax and securities opinions to this Agreement to effect that
16.2. Rights. If after a sale, assignment or other transfer in compliance with Article 16, the vendee, assignee or other
transferee is not admitted as a Substitute Limited Partner, that vendee, assignee or other transferee shall have none of
the rights of a Limited Partner and will have no right to receive his or her share of Cash Distributions and Cash from
16.3. Records of Ownership. The Partnership and the General Partner shall be entitled to treat each Limited Partner as
the absolute owner of that Limited Partner's Partnership Unit in all respects, and shall incur no liability for distributions
of cash or other property made in good faith to any Limited Partner until such time as a written instrument of sale,
assignment or other transfer of that Limited Partner's Partnership Unit has been received by the Partnership, recorded in
its books and approved by the General Partner. All allocations and distributions attributable to the Unit so transferred
shall be allocated between the transferor and transferee as of the date set forth in the instrument effecting that transfer
based upon the number of days during the applicable Taxable Year of the Partnership that the Unit so transferred was
held by each of them, without regard to the results of Partnership activities during the period in which each was the
holder, unless a different method of allocation is provided in that instrument.
ARTICLE 17—SALE, ASSIGNMENT, WITHDRAWAL OR OTHER TRANSFER OF A GENERAL PARTNER'S
17.1. Prohibition on Transfer. The General Partner may not mortgage, pledge, hypothecate, transfer, sell, withdraw,
retire, assign or otherwise dispose of all or any part of its Partnership Units, whether voluntarily, by operation of law or
otherwise (the above-described actions being collectively referred to in this Agreement as "Transfers" or singularly as
"Transfer"), except as permitted in this Article 17.
17.2. No Liabilities After Approved Transfer. If the General Partner transfers its entire interest in the Partnership
pursuant to this Article 17, then it shall be liable only for such Partnership obligations and liabilities that were incurred
by the General Partner on or before the effective date of that transfer.
17.3. Conditions of Transfer. No transfer by the General Partner of its Unit or other interest in the Partnership shall be
(a). The accountants for the Partnership shall have delivered to the Partnership an opinion that the new General
Partner of the Partnership or the combination of the remaining General Partner has sufficient net worth or otherwise
meets the published requirements of the Internal Revenue Service necessary to assure that the Partnership will continue
to be classified as a partnership for federal income tax purposes;
(b). Counsel for the Partnership shall have rendered an opinion that none of the actions taken in connection with that
transfer will cause the Partnership to be classified other than as a partnership for federal income tax purposes or will not
cause the termination or dissolution of the Partnership or cause the Partnership to be classified as a Publicly Traded
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(c). Such documents or instruments, in form and substance satisfactory to counsel for the Partnership, shall have
been executed and delivered as may be required in the opinion of counsel for the Partnership to effect fully the transfer;
(d). All of the Partners approve of the transfer; provided, however, that the original General Partner may transfer up
to 50 percent of its original General Partnership interest without further approval of the Limited Partners.
ARTICLE 18—TERMINATION OR REMOVAL OF GENERAL PARTNER
18.1. Gross Negligence or Willful Misconduct. If the General Partner shall be finally adjudged by a court of competent
jurisdiction to be liable to the Limited Partners of the Partnership for any act of gross negligence or willful misconduct
in the performance of his or her duties under the terms of this Agreement, the General Partner may be removed and
another substituted with the consent of the Majority in Interest of all of the Partners. Such consent shall be evidenced by
a Certificate of Removal signed by a Majority in Interest of all of the Partners.
18.2. Rights After Removal. If the General Partner's services are terminated due to its removal, resignation,
competency, withdrawal, insolvency, bankruptcy, death, or for any other reason, then the General Partner shall lose all
of its rights and interests to any portion of future management fees. However, the share of the General Partner in
Income or Losses from Operations, Income or Losses from Capital Transactions, financings or dissolution, interest and
principal on loans to the Partnership by the General Partner, profits, and return of Capital Contributions shall remain
the General Partner's property and shall pass to its successors in interests or assigns.
ARTICLE 19—MANAGEMENT AND OPERATION OF PARTNERSHIP
19.1. Management by General Partner. Except as may be permitted under the provisions of Section 13.2 and the Act, all
decisions with respect to the management of the business and affairs of the Partnership shall be made by the General
19.2. Devotion to Business of Partnership. The General Partner shall be under no duty to devote all of his or her time to
the business of the Partnership, but shall devote only such time as he or she deems necessary to conduct the Partnership
business and to operate and manage the Partnership in an efficient manner.
19.3. Expenses Charged to Partnership. The General Partner may charge to the Partnership all ordinary and necessary
costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the
Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures
incurred in acquiring and financing the assets, legal and accounting fees and expenses, management of the Partnership
and its assets, time and expenses incurred in communications with Limited Partners, preparation of Partnership tax
returns, taxes levied on the Property, salaries of any employees of the Partnership, insurance premiums and Units.
19.4. Management of Partnership Property. The General Partner may select any employee of the General Partner, or
any corporation or other entity designated by the General Partner, to manage the Property of the Partnership. The
General Partner or his or her designee shall be entitled to compensation for the services he, she or it provides in
connection with management of the Partnership or its Property. The amount of compensation for management services
provided to the Partnership or for Partnership Property shall be set forth in a written management services agreement to
be entered into between the Partnership and each person or entity providing those services. If an employee of the
General Partner provides property management services to the Partnership Property, the General Partner shall be
entitled to receive a fee for those property management services at the rate of the usual management fee as would be
customarily paid to a management company for property of a similar type, use and market.
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19.5. Powers of the General Partner. In addition to and not in limitation of any rights and powers conferred by law or
other provisions of this Agreement, the General Partner shall have the necessary powers and authority to carry out the
purposes, business, and objectives of the Partnership, including, but not limited to, the following:
(a). To purchase, acquire, own, hold, improve, build, maintain, develop, lease (whether as tenant or landlord),
manage, trade, invest or reinvest, convey, assign, exchange, sell or otherwise dispose any property of the Partnership
(whether real or personal, tangible or intangible), at such price, rental, or amount for cash, securities or other property,
and upon such terms and conditions as the General Partner, in his or her sole discretion, may deem to be in the best
interest of the Partnership;
(b). To borrow money from time to time from any source, including any Partner, to issue evidence of indebtedness
for those borrowings, and to secure them by mortgage, deed of trust, pledge, or other lien, encumbrance or security
device, on any property of the Partnership (or portion of that property), to replace any pledge or other security device,
to repay (in whole or in part), to refinance, and to replace any other required finances;
(c). To deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in any manner consistent with the
provisions of this Agreement;
(d). To institute and defend actions at law or equity;
(e). To employ persons in the operation and management of Partnership business, including, but not limited to,
managers, secretaries and any other person or entity;
(f). To loan funds to the Partnership for Partnership purposes bearing interest equal to the prevailing rates of interest
charged by third-party banks and other institutional lenders;
(g). To employ legal counsel, accountants, and any other advisors necessary for the conduct of Partnership business
including persons separately employed by the General Partner, and to make all decisions concerning methods of
accounting and elections available to the Partnership for Federal and state income tax purposes; and
(h). To execute, acknowledge and deliver any and all agreements and other instruments which may be deemed
necessary, convenient, or appropriate to effect the above-described Partnership purposes, activities and business.
19.6. Prohibited Acts. In addition to any other acts expressly prohibited by this Agreement or by law, the General
Partner shall have no authority to act on behalf of the Partnership to:
(a). Do or fail to do any act that contravenes this Agreement;
(b). Do or fail to do any act that would make it impossible to carry on the ordinary business of the Partnership;
(c). Confess a judgment against the Partnership in connection with any threatened or pending legal sanction, except
as permitted by the provisions of any existing loan agreement or other financing with respect to Partnership Property or
as may be required by the refinancing of any existing loan or other financing referring to a confession of judgment;
(d). Possess or in any manner deal with the Property or assign the rights of the Partnership in Partnership Property
for purposes other than Partnership purposes;
(e). Admit a person as an Additional or Successor Limited Partner, or Substitute or Successor General Partner,
except as provided in this Agreement;
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(f). Perform any act (other than an act required by this Agreement or any act taken in good faith in reliance upon an
opinion of counsel to the Partnership) which would, at the time the act occurred, subject any Limited Partner to liability
as a General Partner in any jurisdiction;
(g). Receive or allow any Affiliate of the General Partner to receive any rebate or kickback in connection with any
transaction entered into with or on behalf of the Partnership, or participate or allow any Affiliate to participate in any
reciprocal business arrangements having the effect of circumventing any restrictions against self-dealing contained in
(h). Issue Limited Partnership Units in exchange for property or services, other than to issue such Units as are
authorized as provided in Section 6.5 above.
19.7. Exercise of All Powers. The General Partner may exercise all of the powers given to the General Partner in
Section 19.5. In addition, the General Partner shall conduct the day-to-day management of the Partnership.
19.8. Unauthorized Acts Not Binding. Any act of the General Partner greater than his or her powers listed in this Article
19 shall not be binding upon the Partnership.
ARTICLE 20—RESERVE ACCOUNT
The General Partner may cause the Partnership to create a reserve account to be used exclusively to satisfy
projected Partnership expenses, repairs and improvements to Partnership Property and any other valid Partnership
purpose, including, without limitation any conditions imposed by lenders to the Partnership. The General Partner shall,
in its sole discretion, determine the amount of such reserve account. The General Partner shall have full discretion to
manage and utilize such Partnership reserves solely for Partnership purposes.
ARTICLE 21—INDEMNIFICATION AND EXCULPATION OF THE GENERAL PARTNER
21.1. Indemnification. The General Partner shall be indemnified by the Partnership from any liability resulting from
any act performed by it within the scope of the authority conferred upon the General Partner by this Agreement, except
for acts of gross negligence or willful misconduct or for damages arising from any intentional material
misrepresentation; provided, however, that any indemnity under this Section 21.1 shall be provided out of and be
limited to the extent of Partnership assets only and shall not include any liabilities arising under the Securities Act of
1933, Securities and Exchange Act of 1934, and applicable state securities law.
21.2. Exculpation. The General Partner shall not be liable to the Partnership or any Limited Partner for or as a result of
any act, omission or error in judgment taken, omitted, or made by him or her in the good faith exercise of judgment
under this Agreement, and which does not constitute willful misconduct or gross negligence. The General Partner may
consult with such independent legal or other professional counsel as it may select. Any action taken or omitted by the
General Partner in good faith reliance on, and in accordance with, the opinion or advice of such independent legal or
other professional counsel, shall be full protection and justification to the General Partner with respect to the action
taken or omitted.
ARTICLE 22—DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP
22.1. Events of Dissolution. The Partnership shall be dissolved and terminated and its business wound up upon
occurrence of any of the following events:
(a). The death, mental incompetence, removal or withdrawal of the General Partner;
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(b). The filing by, on behalf of, or against the General Partner of any petition or pleading (voluntary or involuntary)
to declare the General Partner bankrupt under any bankruptcy law or act, or the commencement in any court of any
proceeding, voluntary or involuntary, to declare the General Partner insolvent or unable to pay its debts, or the
appointment by any court supervisory authority, of a receiver, trustee or other custodian of the property, assets or
business of the General Partner or the assignment by it of all or any part of its property or assets for the benefits of
creditors, if that action, proceeding or appointment is not dismissed, vacated or otherwise terminated within sixty (60)
days of its commencement;
(c). The joint determination of the General Partner and all of the Limited Partners that the Partnership should be
(d). The removal of the General Partner without an election of a successor General Partner;
(e). Any other event, not addressed in this Agreement, resulting in the dissolution or termination of the Partnership
under the laws of the [state]; and
(f). If the partnership continues to conduct business after December 31, 20—.
22.2. Continuation of Partnership Despite Events of Dissolution. In spite of the provisions of Section 22.1, in the event
of the death, mental incompetence, dissolution, removal, withdrawal, or filing for bankruptcy of a General Partner, the
Partnership shall dissolve unless a remaining General Partner then exists and makes a written election to continue the
Partnership within ten days after that remaining General Partner receives actual notice of that event; provided,
however, in the event there is no remaining General Partner who makes such an election to continue the Partnership,
then in spite of the provisions of Section 22.1, the Partnership shall not be dissolved and terminated and its business
shall be continued if pursuant to the terms and conditions of this Agreement, within 90 days after the occurrence of the
events referred to in Sections 22.1(a) or (b), 80 percent in interest of the Partners elect a Substitute General Partner for
the departing General Partner (which Substitute General Partner accepts the election) and elect in writing to continue
the business of the Partnership. The then existing General Partner, or if there is no remaining General Partner, the
newly-elected Substitute General Partner, shall succeed to all of the powers, privileges and obligations of a General
Partner under this Agreement, and the former General Partner's interest in the Partnership shall become a Limited
Partnership interest under this Agreement, subject, however, to all of the priorities with respect to allocations and
distributions under this Agreement as if the interest of the General Partner had not been so changed and subject to the
provisions of Article 18. Provided, further, that a voluntary dissolution by a Corporate General Partner, if any,
occurring as a result of a voluntary merger, consolidation or other reorganization shall not effect a termination.
ARTICLE 23—DISTRIBUTION OF PARTNERSHIP ASSETS UPON LIQUIDATION
23.1. Powers of the Liquidator. Upon the dissolution and termination of the Partnership, the General Partner shall be
authorized and empowered to serve as the liquidator of the Partnership, with power to liquidate the Partnership assets,
dissolve the Partnership, and wind up the affairs of the Partnership as soon as practicable. Upon the occurrence of an
event described in Section 22.1 above, or if for any reason there is no General Partner, then the liquidator of the
Partnership shall be such other individual or entity as is designated by a Majority in Interest of the Partners. In winding
up the Partnership and liquidating assets, the General Partner (or other designated representative) as liquidator, may
arrange, either by itself or by others, for the collection and disbursement to the Partners of any future receipts,
collections, dividends, or other income from Partnership Property or other sums to which the Partnership may be
entitled, or may sell the interest of the Partnership in Partnership Property to any person on such terms and for such
consideration as shall be consistent with obtaining a fair value for that Property.
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(a). Upon termination and dissolution of the Partnership, the net assets, if any, of the Partnership available for
distribution, and any cash proceeds from liquidation of those assets, shall be applied and distributed in the following
order, to the extent available (and, except as otherwise provided below, pro rata within each class):
(i) First, to pay any current expenses, liabilities, debts, fees, salaries and other amounts due for the current operation
of Partnership business excluding any payments to the General Partner;
(ii) Second, to pay outstanding principal and interest payments, if any, then due on any financing obligations or any
unpaid fees between the Partnership and the General Partner incurred for Partnership purposes;
(iii) Third, to maintain adequate reserves for the Partnership under Article 20 of this Agreement;
(iv) Fourth, any balance to the General Partner and to the Limited Partners shall be allocated and distributed in
accordance with Sections 11.2 and 11.3, respectively.
(b). The General Partner, in its sole and absolute discretion, may decide that it is advantageous for the Partners as a
group to provide part of the financing for the sale of Partnership Property to a prospective buyer.
(c). In the event that the Partnership takes back any financing, all cash from sales shall be distributed first according
to the priorities stated in Section 11.3.
(d). The Partnership may hold the financing notes and deeds of trust taken back and continue its business for the
purpose of holding those notes and deeds of trusts. Alternatively, the General Partner may, in its sole discretion, break
any such notes into multiple notes secured by the deed of trust and to distribute the individual notes to each Limited
Partner and General Partner.
(e). It is anticipated that sales of Partnership Property and distributions of proceeds from those sales may take place
prior to dissolution of the Partnership. After any sale of Partnership Property, the General Partner shall then decide
whether or not to continue the Partnership business, the length of such continuance, and the timing and date of
(f). As for any distributions where the amounts received are received partly in cash and partly in notes, any cash
received shall first and always be distributed to the Limited Partners, not to the General Partner. If there is sufficient
cash to pay the Limited Partners for their interests, then the Limited Partners shall not receive any notes. If there is
insufficient cash to pay all of the amounts due to the Limited Partners, then the Limited Partners will take an interest in
those notes according to the priorities set forth in Section 11.3. The General Partner shall take only the notes for its
share of distributions of proceeds upon sale of Partnership Property, and the General Partner shall only receive cash in
the event that all of the distributions due the Limited Partners have been paid in cash.
23.2. Reason Time for Liquidation. A reasonable time shall be allowed for the orderly liquidation of the Partnership
Property and the discharge of its liabilities.
23.3. Statements Upon Completion Liquidation. Not more than 120 days after the dissolution and termination of the
Partnership, each Partner shall be furnished with statements similar, so far as may be practicable, to those set forth in
Article 24 of this Agreement prepared by the accountants for the Partnership as of and for the period ending with the
date of complete liquidation.
ARTICLE 24—BOOKS OF ACCOUNT, RECORDS AND REPORTS
24.1. Books of Accounts and Records. Proper and complete books of account and records shall be kept by the General
Partner or his or her designees in which shall be entered fully and accurately all transactions and such other matters
relating to the Partnership's business as are usually entered into the records and books of account maintained by persons
engaged in business of a like character. The books of account and records of the Partnership shall be prepared on a cash
basis, unless determined otherwise by the General Partner. The books and records shall at all times be maintained at the
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accounting office of the Partnership and shall be open to the reasonable inspection and examination of Partners or their
duly authorized representatives during reasonable business hours. The Partnership shall furnish a list of names and
addresses of all Partners to any Limited Partner who requests such a list in writing for any proper purpose. The
requesting Limited Partner shall pay the cost of reproducing and furnishing that list.
24.2. Federal Tax Forms. Within 75 days after the end of each Taxable Year of the Partnership, the General Partner
shall send to each person who was a Limited Partner at any time during such year such tax information, including,
without limitation, Federal Tax Schedule K-1, as shall be reasonably necessary for the preparation by that person of his
or her or its Federal income tax return.
All notices given under this Agreement shall be in writing and shall be deemed to have been given when delivered
personally, or mailed by certified or registered mail, postage prepaid, return receipt requested. Notice to the General
Partner shall be delivered at, or mailed, to, the accounting office of the Partnership. Notices to a Limited Partner shall
be delivered to that Limited Partner, or mailed to the last address furnished by him or her for those purposes to the
Partnership. Limited Partners shall give notice of a change of address to the Partnership in the manner provided in this
ARTICLE 26—AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended only by express written consent of a Majority in Interest of the Partners; provided,
however, the consent of the Limited Partners is here given in advance and the General Partner is here designated a
special attorney-in-fact for each Limited Partner to execute minor amendments that are ministerial in nature and do not
contravene the provisions of Article 27, or an amendment of the Certificate of Limited Partnership for admission of a
Limited Partner to the Partnership.
ARTICLE 27—LIMITATIONS ON AMENDMENTS TO THIS AGREEMENT
In spite of anything to contrary in Article 26, no amendment to this Agreement shall:
(a) Add to, detract from, or otherwise modify the purposes of the Partnership without the consent of all Partners;
(b) Enlarge the obligations of any Partner under this Agreement or convert the interest in the Partnership of any
Limited Partner into the interest of a General Partner or modify the limited liability of any Limited Partner, without the
consent of that Partner;
(c) Amend the provisions of Articles 4, 10, 11, 13, 20, and 26 without the approval of each Partner affected by that
(d) Amend this Article 27 without the consent of all Partners; or
(e) Change the investment objectives or convert from a limited partnership to another legal form of business
ownership except by a vote of the Majority in Interest of all Partners and express written consent of the General Partner.
ARTICLE 28—MEETINGS, CONSENTS AND VOTING POWER OF PARTNERS
28.1. Meetings. A Partnership meeting to consider any matter with respect to which the Limited Partners may vote as
provided in this Agreement may be called by the General Partner or by a written petition of at least 20 percent in interest
of the Limited Partners delivered to the General Partner. Upon receipt of such written petition of Limited Partners, the
General Partner shall, within ten days, give notice to the Limited Partners of the Partnership meeting to be held on a
date not earlier than 15 days after receipt by the General Partner of the petition. The General Partner's notice shall set
forth the time, date, and location and purpose of the Partnership meeting.
28.2. Consents. Any consent of a Partner required by this Agreement may be given as follows:
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(a). By a written consent given by the consenting Partner and received by the General Partner, or
(b). By the affirmative vote by the consenting Partner to the doing of the act or thing for which the consent is
solicited at any meeting called, pursuant to this Article, to consider the doing of the act or thing.
28.3. Voting Power of Each Partner. When exercising any voting rights granted under any provisions of this
Agreement, each Partner shall have voting power (number of votes) based upon that Partner's percentage interest in the
Partnership, which may be expressed as the number of Units, or fractional portion of Units held by the Partner (as
determined under the provisions of Sections 5.29 and 6.5 above). Regardless of the number of Units held by any
Partner, the General Partner shall be deemed to have a one percent interest in the Partnership as General Partner (i.e.,
one percent voting power), and the General Partner's voting power, when added to the voting power of all Limited
Partners (which may include the Limited Partnership interests that may be held by the General Partner), shall represent
100 percent of the Partners' voting power for voting purposes under this Agreement.
ARTICLE 29—GENERAL PARTNER'S NOTICES TO THE LIMITED PARTNERS
The General Partner shall give the Limited Partners notice of any proposal or other matter required by any provision
of this Agreement or by law to be submitted for consideration and approval of the Limited Partners. That notice shall
include any information required by the relevant provision or by law.
ARTICLE 30—TAX MATTERS PARTNER
30.1. Designation of TMP. The Tax Matters Partner (the "TMP") of the Partnership shall be the General Partner, or
such successor to the General Partner as may be chosen by a Majority in Interest of the Limited Partners in accordance
with Section 30.2 below.
30.2. Resignation of TMP. The TMP shall have the right to resign by giving 30 days' written notice to each Partner.
Upon the resignation, death, legal incompetency, or bankruptcy of the person serving as the TMP, a successor to serve
in that position shall be chosen by a majority of interest of the Limited Partners.
30.3. Employment of Tax Counsel by TMP. The TMP shall employ experienced tax counsel to represent the
Partnership in connection with any audit, examination, or investigation of the Partnership by the Internal Revenue
Service and in connection with all subsequent administrative and judicial proceedings arising out of that audit. The fees
and expenses of that tax counsel shall be a Partnership expense and shall be borne by the Partnership. The tax counsel
shall be responsible for representing the Partnership; it shall be the responsibility of the General Partner and of the
Limited Partners, at their expense, to employ tax counsel to represent their respective separate interests.
30.4. TMP Notices to Partners. The TMP shall keep the Partners informed of all administrative and judicial
proceedings, and shall furnish to each Partner who so requests in writing a copy of each notice or other communication
received by the TMP from the Internal Revenue Service (except such notices or communications as are sent directly to
such requesting Partner). The expenses so incurred by the TMP shall be Partnership expenses and shall be paid by the
30.5. Authority of TMP. The TMP shall have the authority, without the necessity of obtaining the consent of any
Partner, to do all or any of the following:
(a) Enter into a settlement agreement with the IRS which purports to bind partners other than the TMP,
(b) File any petition contemplated by IRC §§ 6226(a) or 6228,
(c) Intervene in any action contemplated by IRC §6226(b),
(d) File any request contemplated by IRC §6227(b), and
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(e) Enter into any agreement extending the period of limitations contemplated by IRC §6229(b)(1)(B).
30.6. Fiduciary Relationship of TMP to Limited Partners. The relationship of the TMP to the Limited Partners shall be
that of a fiduciary, performing its fiduciary obligations as TMP in such manner as will serve the best interests of the
Partnership and Limited Partners.
30.7. Hold Harmless and Indemnification of TMP. The Partnership shall indemnify the TMP against all judgments,
fines, amounts paid in settlement, and expenses (including attorneys' fees) reasonably incurred by the TMP in any civil,
criminal or investigative proceeding in which the TMP is involved or threatened to be involved by reason of being the
TMP, provided that the TMP shall have acted in good faith, within what the TMP reasonably believed to be within
scope of his or her authority and for a purpose which the TMP reasonably believed to be in the best interests of the
Partnership or Limited Partners. The TMP shall not be indemnified under this provision against any liability to the
Partnership or Limited Partners to which the TMP would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the conduct of obligations as the TMP. The
indemnification provided under this Agreement shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any applicable statute, agreement, vote of the Partners, or otherwise.
ARTICLE 31—INCOME TAX ELECTIONS
The method of computing depreciation for tax purposes, and the decision whether to exercise or to revoke any or all
of the elections available to the Partnership under the Internal Revenue Code shall be made by the General Partner.
Provided, however, that upon request of any Partner, at the discretion of the General Partner, the Partnership shall file
an election under IRC §754 to adjust the basis of Partnership Property for that Partner, as long as the requesting Partner
pays in advance the additional accounting and bookkeeping expenses which result from that election. Each Partner
shall supply the Partnership all necessary and proper information in order to effectuate any such election.
ARTICLE 32—ADDITIONAL DOCUMENTS AND WRITINGS
Each party to this Agreement agrees to execute and acknowledge all documents and writings which the General
Partner may deem necessary or expedient in the creation of this Partnership and the achievement of its purpose,
specifically including, but not limited to, a certificate of limited partnership and all related amendments, as well as any
cancellation of those documents or writings.
ARTICLE 33—BINDING AGREEMENT AND SURVIVAL OF RIGHT
Except as otherwise provided to the contrary in this Agreement, this Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement, their successors and assignees.
ARTICLE 34—GOVERNING LAW AND INTERPRETATION OF AGREEMENT
When the context in which words are used in this Agreement indicates that such is the intent, words in the singular
number shall include the plural, and vice versa; and the masculine gender shall include the feminine and neuter
counterparts. The Article headings or titles and the table of contents shall not define, limit, extend or interpret the scope
of this Agreement or any particular Article. This Agreement shall be governed and construed in accordance with the
laws of the State of without giving effect to the conflicts of laws provisions of that state.
ARTICLE 35—POWER OF ATTORNEY
35.1. Grant of Power of Attorney. By their execution of this Agreement, the Limited Partners, jointly and severally,
irrevocably constitute and appoint the General Partner, , with full power of substitution, to be their true and
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lawful attorney-in-fact, in their name, place and stead to make, execute, sign, acknowledge, record and file, on behalf of
them and on behalf of the Partnership, the following:
(a). A Certificate of Limited Partnership, any amendments to that Certificate and any other certificates or
instruments which may be required to be filed by the Partnership or the Partners under the laws of the State of
and other jurisdiction whose laws may be applicable to the Partnership;
(b). A Certificate of Cancellation of the Partnership and any other instruments or documents as may be deemed
necessary or desirable by the General Partner upon the termination of the Partnership business;
(c). Any and all amendments of the instruments described in subsection (a) and (b) above, provided those
amendments are either required by law to be filed, or are consistent with this Agreement or have been authorized by the
particular Limited Partners; and
(d). Any and all other instruments as may be deemed necessary or desirable by the General Partner to carry out fully
the provisions of this Agreement in accordance with its terms.
35.2. Grant of Power Survives. The above grant of authority:
(a). Is a Special Power of Attorney coupled with an Interest, is irrevocable and shall survive the death or incapacity
of the Limited Partner granting power;
(b). May be exercised by the General Partner on behalf of each Limited Partner by a facsimile signature or by listing
all of the Limited Partners executing any instrument with a single signature as attorney-in-fact for all of them; and
(c). Shall survive the delivery of an assignment by a Limited Partner of the whole or any portion of his interest.
If any provision, sentence, phrase, or word of this Agreement or the application of it to any person or circumstance
shall be held invalid, the remainder of this Agreement, or the application of that provision, sentence, phrase, or word to
persons or circumstances, other than those as to which it is held invalid, shall not be affected by that holding of
ARTICLE 37—AGREEMENT IN MULTIPLE COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart
of the signature page and this Agreement may be executed by affixing the signatures of each of the Partners to one of the
counterpart signature pages; all of those signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature page.
ARTICLE 38—THIRD PARTIES
The agreements, covenants, and representations contained in this Agreement are for the benefit of the parties to this
Agreement, and are not for the benefit of any third parties, including, without limitation, any creditors of the
ARTICLE 39—AFFIDAVIT OF ALL PARTNERS
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By executing below, each person or entity is affirming under the penalties of perjury that the facts stated in this
Agreement are true.
In witness, the undersigned General Partner and Limited Partners have executed this Agreement of Limited
Partnership of The Jones Family Limited Partnership, a [state] limited partnership, on , 20 .
By: John J. Jones
[Attach signature pages of the limited partners with acknowledgements]
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