Class B Limited Partner Clause Samples

The 'Class B Limited Partner' clause defines a specific category of limited partners within a partnership, typically distinguished by unique rights, obligations, or economic interests compared to other classes, such as Class A partners. This clause outlines the criteria for being designated as a Class B Limited Partner, which may include different capital contribution requirements, voting rights, or profit-sharing arrangements. Its core practical function is to clearly delineate the roles and entitlements of various investor groups within the partnership, ensuring clarity and preventing disputes regarding participation and benefits.
Class B Limited Partner. For purposes of Article IX of the Agreement, after a Liquidity Event Closing and subject to any limitations imposed by the Securities Laws or the Underwriters, the General Partner will be deemed to have consented to a Class B Limited Partner's assignment of any of the OP Units that they hold to their respective Immediate Families and to any Person that is a Class B Limited Partner as of the execution of the Agreement, and the substitution of such Persons as Limited Partners, subject to any contractual restrictions to which the Class B Limited Partner is a party.
View Source
Class B Limited Partner. The nature of the Class B Limited Partner as being a “single purpose entity” separate and distinct from its members, partners and/or shareholders, as applicable, is a material inducement to the ILP and SLP becoming Limited Partners of the Partnership and agreeing to make the Capital Contributions provided for in this Agreement. To ensure compliance with the restrictions on the Class B Limited Partner, the Class B Limited Partner represents, warrants and covenants as follows: (1) The Class B Limited Partner has not and will not engage in any business other than being the Class B Limited Partner of the Partnership. (2) The Class B Limited Partner shall not enter into and will not enter into any contract or agreement with any Affiliate of the General Partner, Class B Limited Partner, the Developer or Guarantor, except for the Development Agreement, Management Agreement, and Guaranty Agreement. (3) The Class B Limited Partner has paid and shall continue to pay its taxes, debts and liabilities from its own assets as the same shall become due. No Affiliate of the Class B Limited Partner has paid any debts or liabilities on behalf of the Class B Limited Partner other than those related to the Partnership, except pursuant to the Guaranty as contemplated herein. (4) The Class B Limited Partner has maintained and shall continue to maintain books, financial records and bank accounts that are separate and distinct from any other Person. (5) The Class B Limited Partner has maintained and shall continue to maintain separate annual financial statements prepared in accordance with generally accepted accounting principles, consistently applied, showing its assets and liabilities separate and distinct from those of any other entity; in the event the financial statements of the Class B Limited Partner are consolidated with the financial statements of any other entity, the Class B Limited Partner has included and shall continue to cause to be included in such consolidated financial statements: (i) a narrative description of the separate assets, liabilities, business functions, operations and existence of the Class B Limited Partner to ensure that such items are readily distinguishable; and (ii) a statement that the Class B Limited Partner’s assets and credit are not available to satisfy the debts of such other entity or any other person. (6) The Class B Limited Partner has previously and shall continue to (i) hold itself out as an entity separate and distinct from any other P...
View Source
Class B Limited Partner. The address of the Class B Limited Partner is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Class B Limited Partner agrees to contribute, from time to time on or immediately after each date on which the Partnership acquires Equipment, cash as its Capital Contributions to the Partnership in an aggregate amount equal to $10,000 for every $1,000,000 in Gross Offering Proceeds received by the Partnership as of that date; provided that, as of the Termination Date, the aggregate amount of the cash shall equal 1.0% of Gross Offering Proceeds as of the Termination Date. The Class B Limited Partner's Capital Contribution from time to time shall be the amount reflected in the books and records of the Partnership. The Class B Limited Partner shall not be required to make any other Capital Contributions to the Partnership. The Class B Limited Partner shall not purchase any Units.
View Source
Class B Limited Partner. Effective January 1, 1994, the Class B Limited Partner shall be entitled to participate in the income, gains, losses, deductions, and credits of the Partnership on the basis of its Percentage Interest on that date. (If the collective Percentage Interest of the Class A Limited Partners is changed, the Percentage Interest of the Class B Limited Partner shall be adjusted in a manner reciprocal to such change, as provided in the definition of “Percentage Interest”).
View Source
Class B Limited Partner. The Class B Limited Partner shall submit to the SLP, the following reports and information: (i) “Certified Annual Financial Statements” for each Class B Limited Partner to be submitted annually by March 31st commencing with the Fiscal Year in which the Closing Date occurs and continuing thereafter until the Termination Date. Such statements shall include sufficient details about the accounts underlying those shown on the statements, together with a balance sheet and reasonable supporting documentation as the SLP may request, which may include, but is not limited to, copies of bank and/or brokerage statements, promissory notes, and payment schedules for receivables. (ii) “Certified Schedule of Contingent Liabilities” for each Class B Limited Partner to be submitted annually by March 31st commencing with the Fiscal Year in which the Closing Date occurs and continuing thereafter until the Termination Date.
View Source
Class B Limited Partner. Concurrently with the execution and delivery of this Agreement, the Closing (as defined in the Allied ▇▇▇▇▇ Contribution Agreement) is occurring, the Partnership is issuing to Allied ▇▇▇▇▇ 100 Class B Limited Partner Units and the Exchange Rights Agreement and the Registration Rights Agreement are being executed and delivered by the parties thereto.
View Source
Class B Limited Partner. (a) On the Commencement Date, the Class B Limited Partner contributed to the Partnership the Initial Properties and the Partnership assumed (or took the Initial Properties subject to) all liabilities and other indebtedness which were directly related to the Initial Properties. (b) The contributions made by the Limited Partners pursuant to Sections 4.2 and 4.3 and the Agreed Value of such contributions for purposes of the Delaware Act shall be described and recorded in the books and records of the Partnership.
View Source

Related to Class B Limited Partner

  • Limited Partner The name and address of the New Limited Partner of the Partnership is ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless: (a) the Company consents in writing to the admission of the transferee into the Partnership as a substituted Limited Partner, which consent may be granted or denied in the sole discretion of the Company; and (b) the transferring Limited Partner and the transferring Limited Partner’s transferee execute and deliver such instruments as the Company deems necessary or desirable to effect such substitution; and (c) such transferee accepts, assumes and agrees in writing to be bound by all of the terms, conditions and provisions of this Agreement; and (d) such transferee pays all reasonable expenses connected with such substitution.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action, whether at law or in equity, against the Partnership or any Partner. B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be subject to the transferee executing and delivering to the General Partner an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 and such other documents or instruments as may be required to effect the admission), each in form and substance satisfactory to the General Partner) and the acknowledgment by such transferee that each of the representations and warranties set forth in Section 3.4 are true and correct with respect to such transferee as of the date of the transfer of the Partnership Interest to such transferee and will continue to be true to the extent required by such representations and warranties. C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of OP Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.