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ASP Advantage 1993
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The Association of Shareware Professionals Advantage CD-ROM 1993.iso
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partnr05.lex
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.TX1 *** FINANCIAL ARRANGEMENTS FOR LIMITED PARTNERSHIP *********
ARTICLE II
FINANCIAL ARRANGEMENTS
2.1 Initial Investments of Partners. Each Partner has
contributed to the initial capital of the Partnership property in
the amount and form indicated on Schedule A, attached hereto and
made a part hereof, and in the Schedule A's attached to and made
a part of the counterparts of this agreement. Contributions of
Capital to the Partnership shall not bear interest. A capital
account shall be maintained for each Partner.
2.2 Additional Capital Contributions. If it becomes necessary or
desirable to increase the capital with which the Partnership is
doing business each of the Partners shall be given an opportunity
to make additional capital contributions in an amount sufficient
to maintain their respective partnership interests. If a Partner
elects not to make the additional contribution of capital his
share of such increase in capital shall be offered by the General
Partner to one or more of the other Partners. If none of the
existing Partners elect to subscribe for such increase, that
share of such increase may be offered to additional Partners to
be admitted to the Partnership by the General Partner under the
provisions of this agreement.
2.3 Percentage Share of Capital. The percentage share of capital
of each Partner shall be that proportion of the total capital
contributions of the partners as that Partner's capital
contributions bear to the total capital contributions of all
Partners. The percentage shares of capital shall be subject to
adjustment and modification by subsequent capital contributions
of new or existing Partners or by the shifting of the Partners'
capital shares as provided in this agreement.
2.4 Shift in Capital Interests. As incentive compensation to the
General Partner, after the distribution of profits in an amount
equal to a Limited Partner's initial investments, the capital
interest of the General Partner shall be adjusted upwards, as
follows:
(a) At the end of each calendar year following allocation of
profits to a Limited Partner in a total amount equal to that
Limited Partner's initial capital contribution there shall be
transferred from that year's earnings to the capital account of
the General Partner or Partners in proportion to their respective
capital interests an amount equal to two and one-half percent (2
1/2%) of the initial contribution of that Limited Partner. The
amount so transferred shall be taken into account by the General
Partner as income and by the Partnership as compensation to the
General Partner.
(b) The foregoing increase in the capital interest of the
General Partner shall continue to be made annually until the
capital interests of the General Partner or Partners in the
Limited Partnership is equal to fifty percent (50%) of the total
capital interests of all Partners.
2.5 Percentage Share of Income, Gains, Losses, Deductions and
Credits. The share of income, gains, losses, deductions and
credits of each Partner shall be that proportion of the total of
such items of the Partnership which that Partner's capital
interest is of the capital interests of all Partners.
2.6 Allocation Upon Buy-Out or Shift in Interest. In the event
of the sale of a Partner's interest or the withdrawal of a
Partner or any other shift of Partnership interests the operating
profits and losses of the Partnership for the calendar year shall
be allocated to the Partner from which the capital interest is
transferred, as follows:
(a) Said Partner's percentage share of capital interests
prior to the transfer shall be multiplied times the total amount
of each item of Partnership gain or loss, as defined in Section
702 of the Internal Revenue Code (as amended or supplemented) for
the entire calendar year in which the sale, withdrawal or shift
occurs and the result multiplied times a fraction, the numerator
of which is the number of days elapsed in said year through the
date of sale, withdrawal or shift of interests and the
denominator of which is the total number of days in said calendar
year.
(b) The successor in interest (if any) to said selling or
withdrawing Partner, or Partner from whom a capital interest is
shifted, shall be allocated the rest of the profits and losses
for said tax year that would have been allocated to such Partner
if the sale, withdrawal or shift had not occurred.
2.7 Return of Capital Contributions. No Partner shall have the
right to demand the return of his capital contribution except as
herein provided.
2.8 Rights of Priority. Except as herein provided, individual
Partners shall have no right to any priority over each other as
to the return of capital contributions.
2.9 Distributions. Distributions to the Partners of net profits
of the Partnership shall be made {DISTRIBUTION/TIME}. Such
distributions shall be made to all Partners simultaneously.
For the purpose of this Agreement, net operating profit for
any accounting period shall mean the gross receipts of the
Partnership for such period, less the sum of all expenses of
operation of the Partnership and such sums as may be necessary to
establish a reasonable reserve for operating expenses.
Deductions for depreciation, amortization, and similar charges
shall be taken into account in accordance with generally accepted
accounting principles.
.TX2 *** MANAGEMENT & NEW PARTNERS ADMISSIONS - LTD PARTNERSHIP *
ARTICLE III
MANAGEMENT
3.1 Voting. The General Partner shall manage and conduct the
business of the Partnership, except that he, or it, shall not,
without the consent of Partners holding at least two-thirds of
the capital interests of the Partnership:
(a) sell, exchange, lease, mortgage, pledge or otherwise
transfer all or substantially all of the assets of the
Partnership other than in the ordinary course of business, or
(b) change the nature of the business of the Partnership.
ARTICLE IV
RIGHT TO ADMIT PARTNERS
4.1 Right to Admit Partners. Their shall be no right to admit
additional Partners other than by unanimous consent of the
Partners, except as follows:
(a) The General Partner shall have the right to admit
additional Partners in the event of an increase in capital for
Partnership operations to which an existing Partner elects not to
subscribe his proportionate share and for which no other existing
Partner elects to contribute additional capital.
.TX3 ** AUTHORITY GRANTED GENERAL PARTNER - LIMITED PARTNERSHIP *
ARTICLE V
POWER OF ATTORNEY
5.1 Power of Attorney.
(a) Each Partner hereby irrevocably constitutes and appoints
the General Partner his true and lawful attorney, in his name,
place and stead, to make, execute, acknowledge and/or file: (1)
any certificate of Limited Partnership or other instrument which
may be required to be executed or filed by the Partnership or
which the General Partner shall deem it advisable to execute or
file; (2) any and all amendments or modifications to the
instrument described herein; and 3) all documents which may be
required to effectuate the dissolution and termination of the
Partnership.
(b) Further, each Partner does hereby appoint the General
Partner as his true and lawful attorney, in his name, place and
stead, to purchase, deal with the property and to manage the same
including, without limitation, to sign, deliver or record all
deeds, contracts of sale or other instruments conveying title to
the property, either in the names of the Partners or in the name
of the Partnership and the members thereof, to establish bank
accounts for the Partnership and to deposit and withdraw funds
therefrom, solely upon its signature, or that of its authorized
agent, to demand, sue for, levy or recover all sums of money,
debts, rents or other demands or claims of any nature whatsoever
which are or shall be due the Partnership in such manner as the
General Partner shall determine to be advisable.
(c) Each Partner expressly agrees and intends that the
foregoing power of attorney is coupled with an interest.
(d) The foregoing power of attorney shall survive the
delivery of an assignment by any of the Partners of the whole or
any portion of his Partnership interest.
(e) From time to time, the General Partner may, at his, or
its sole discretion, send notice to the Partners of actions
taken. If objection is not received by the General Partner
within thirty (30) days of said notice, then objection to said
action shall be waived by all of the parties hereto.
.TX4 *** ASSIGNMENT OF LIMITED PARTNERSHIP INTERESTS ************
ARTICLE VI
RIGHT TO ASSIGN PARTNERSHIP INTEREST
6.1 Transfer of Partnership Interest. Each Limited Partner may
assign his interest in the Partnership, however, the assignee
shall have the right to become a substituted Limited Partner and
entitled to all the rights of the assignor only if all Partners
consent thereto. Otherwise the assignee is only entitled to
receive the share of the profits and other distributions to which
his assignor would be entitled. The Partnership and the existing
Partners shall have the first right of refusal to acquire the
capital interest of any Partner intending to sell and assign such
interest.
6.2 Partner with Offer. In the event a Partner is in receipt of
a bona fide offer to purchase his interest, and shall desire to
sell, assign, transfer or otherwise dispose of his interest he
shall serve notice to such effect upon the other Partners and the
Partnership by registered or certified mail, return receipt
requested. The notice shall indicate the name and address of the
person desiring to purchase the same and the price and terms of
payment upon which said sale is proposed. Said notice shall also
imply an offer to sell such interest to the other Partners and to
the Partnership at the same price and upon the same payment terms
as the proposed sale.
6.3 Exercise of Options to Purchase. For a period of thirty (30)
days after the mailing of notice the Partnership shall have the
right to notify the selling Partner of its exercise of the option
to redeem the interest so offered. If the Partnership does not
elect to redeem the interest offered, the other Partners shall
have the option to purchase all (but not part) of the interest so
offered in proportion to their respective capital interests, or
as otherwise agreed among them, within sixty (60) days after the
termination of the Partnership's option to buy. In the event
none of the Partners nor the Partnership shall exercise the
option to purchase as provided herein, the offering Partner shall
be free to dispose of his interest subject to the provisions of
paragraph 6.1, above.
.END ***************** END OF PARTNR05 TEXT *********************