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PARTNR04.LEX
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1991-08-13
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.TX1 *** INTRODUCTORY CLAUSE FOR LIMITED PARTNERSHIP AGREEMENT **
{>PARTSHIP/HDG}
LIMITED PARTNERSHIP AGREEMENT
This agreement is made and entered into this date between
{GENERAL/PARTNER}, referred to as the General Partner, (and,
if more than one, collectively referred to as the General
Partner) and the persons executing this Agreement as Limited
Partners, whose names are set forth on the signatory pages of
this document or its counterparts (all of whom are sometimes
referred to collectively as "Partners"). The Agreement is made
for the purpose of forming a Limited Partnership (referred to as
the "Partnership"), under the laws of the State of {STATE/NAME},
subject to the following terms and conditions.
.TX2 *** BASIC STRUCTURE CLAUSES FOR LIMITED PARTNERSHIP ********
ARTICLE I
BASIC STRUCTURE
1.1 Form. The parties hereby form a Limited Partnership
pursuant to the laws of the State of {STATE/NAME}. The General
Partner shall manage the business of the Partnership and the
Limited Partners shall not participate in the management of the
Partnership business.
1.2 Name. The business of the Partnership shall be
conducted under the name {PARTSHIP/NAME}.
1.3 Partners. The Partners and their principal residence
addresses, in addition to those shown in the other executed
counterparts of this agreement, shall be as follows:
NAMES ADDRESSES
General Partner(s):
{GENL/NAME/ADDR1}
{GENL/NAME/ADDR2}
{GENL/NAME/ADDR3}
Limited Partners:
{LMTD/NAME/ADDR1}
{LMTD/NAME/ADDR2}
{LMTD/NAME/ADDR3}
1.4 Place of Business. The principal office and place of
business of the Partnership shall be located at {PARTSHIP/LOCATION},
or such other place as the General Partner may designate from time
to time.
1.5 Term. The Partnership shall commence on the date of the
initial filing in the office of the Secretary of State of the
applicable certificate of limited partnership and shall continue
thereafter for a period of 25 years, unless earlier terminated as
follows:
(a) By completion of the purpose intended, or
(b) Pursuant to this agreement, or
(c) By applicable laws of the State of {STATE/NAME}, or
(d) By bankruptcy, retirement, withdrawal, resignation,
expulsion, or disability of the General Partner and election of
the remaining Partners not to continue the business.
1.6 Purpose. The purpose or purposes for which the Partnership
is organized is, or are, as follows:
.TX3 *** PURPOSE CLAUSE - LTD PARTNERSHIP - ALL LAWFUL BUSINESS **
({!P}) To transact all lawful business for which Partnerships
may be organized under the Limited Partnership Act of {STATE/NAME}.
.TX4 *** PURPOSE CLAUSE FOR PARTNERSHIP - AGENT FOR BUSINESSES **
({!P}) To represent, consult with, render reports to, and act
as agent or independent contractor for the following types of
concerns: {BUSINESS/TYPES}; and to represent their interests and
pursue their goals in every manner as if their purposes and goals
were the purposes and goals of this Partnership.
.TX5 *** PURPOSE CLAUSE FOR PARTNERSHIP - BROKERAGE OF GOODS ****
({!P}) To arrange for the import, export, trade, purchase,
sale, consignment and warehousing of the following: {GOODS/DESCR};
and to act as agent for others who want to accomplish the same.
.TX6 *** PURPOSE CLAUSE FOR PARTNERSHIP - FARMING OPERATIONS ****
({!P}) To cultivate, raise, grow, produce and sell the following
products of agriculture: {AGRICULTURAL/PRODUCTS}.
.TX7 ***PURPOSE CLAUSE FOR PARTNERSHIP - INVESTMENTS ************
({!P}) To subscribe for, acquire, purchase, invest in and deal
in, interests in public and private security offerings and to
underwrite and participate in security offerings of every type,
including stock, securities, warrants, options, bonds, notes,
indentures and other secured and unsecured equity and debt
instruments.
.TX8 *** PURPOSE CLAUSE FOR PARTNERSHIP - HOLDING COMPANY *******
({!P}) To acquire, invest in, hold, distribute, hypothecate
and sell interests in other Partnerships and corporate business
enterprises, and to exercise all of the powers of a Stockholder
under the terms of such Corporations' Articles of Incorporation
and bylaws.
.TX9 *** PURPOSE CLAUSE FOR PARTNERSHIP - BUSINESS MANAGEMENT ***
({!P}) To render accounts receivable, accounts payable, sales,
inventory, manufacturing, financial advance planning and technical
advice to the following types of business as an aid to their
general manufacturing, merchandising, organization, and operations
and to act as promoter, investigator, system analyzer, agent,
representative and consultant for such business organizations:
{TYPES/OF/BUSINESS}.
.TX10 *** PURPOSE CLAUSE FOR PARTNERSHIP - OIL & GAS OPERATIONS *
({!P}) The purpose for which the Partnership is organized
is to acquire, invest in, hold, distribute, hypothecate and sell
interests in oil and gas exploration, development and production
ventures in a manner designed to provide the Partners with a
greater diversity in such investments than they could attain if
such investments were made individually and to manage such
investments for the Partners.
.TX11 *** PURPOSE CLAUSE FOR PARTNERSHIP - PUBLISH & BROADCAST **
({!P}) To create, prepare, draft, design, print, broadcast
and publish material relating to the following subject matters:
{PUBLISH/MATTERS}, in and for all forms of broadcasting and
publication including radio, television, newspaper, magazines,
and all other forms of commercial and non-commercial media.
.TX12 *** PURPOSE CLAUSE FOR PARTNERSHIP - MANAGE REAL ESTATE ***
({!P}) To operate, manage, improve, repair, rent, lease, own,
acquire, sell, assign, mortgage, hypothecate, and otherwise deal
in real property and its appurtenances and fixtures and to deal
in direct interests, Partnership interests, Stockholder interests
and Joint Venture interests which represent shares in such
property and to build or contract for the building of buildings
and other structures on such property for such uses.
.TX13 *** PURPOSE CLAUSE FOR PARTNERSHIP - CONDUCT RESEARCH *****
({!P}) To conduct under its employment (or through contracts
with independent contractors or Joint Ventures) research, design
and development of the following: {RESEARCH/TYPES}; and to
experiment, test and test market the products, services and
processes resulting from such research and development and to
investigate, consult, report and render advice as to the
development of similar products and the techniques and methods
of their manufactured and sale.
.TX14 ** PURPOSE CLAUSE FOR PARTNERSHIP - PRODUCT/SERVICE SALES *
({!P} To lease, sell, import, export and to finance purchases
and sales of the following products and services: {PRODUCT/SERVC};
and to promote the sale thereof and to install, maintain and
improve the products sold and maintain inventories of products
to be sold and their repair parts and to finance such inventories
by factoring or other form of financing or hypothecation.
.TX15 *** PURPOSE CLAUSE FOR PARTNERSHIP - SERVICE BUSINESS *****
({!P} To render the following services: {SERVICES}; and to
own and operate the associated facilities, equipment and real
estate to render such services to the public at large.
.TX16 *** PURPOSE CLAUSE FOR PARTNERSHIP - SCHOOL OPERATIONS ****
({!P} To conduct, and offer to the public, educational
training in the following areas: {EDUCATION/AREAS}.
.TX17 *** PURPOSE CLAUSE FOR PARTNERSHIP - SURVEYING SERVICES ***
({!P} To render surveying services to the public, which shall
include determining and delineating the form, extent and position
of objects or sites by taking linear, angular or other measurements
and by applying the principals of geometry, trigonometry and other
fields of mathematics; assisting in planning sites and structures;
and investigating, preparing, evaluating, explaining and preparing
surveys and related drawings and analyses.
.TX18 *** PURPOSE CLAUSE FOR PARTNERSHIP - WHOLESALE GOODS ******
({!P} To purchase, sell, warehouse, hold, receive, store,
forward, factor, take on consignment, collaterally assign and
otherwise borrow against and finance inventory of the following
kind and nature: {WHOLESALE/GOODS}.
.END **************** END OF PARTNR04 TEXT **********************