Legal LP Agreement

LEGAL LP AGREEMENT

This Limited Partnership Agreement (the "Agreement") is made and entered into as of (the "Effective Date") by and between General Partner: , with principal address ; and Limited Partner: , with principal address .

RECITALS

WHEREAS, the parties desire to form a limited partnership pursuant to applicable state limited partnership law for the purpose of conducting the business described herein and to set forth the terms and conditions of their relationship as partners; and

WHEREAS, the General Partner will manage the partnership's business and affairs, and the Limited Partner will contribute capital in exchange for an economic and ownership interest under the terms set forth below; and

WHEREAS, the parties intend that the limited partnership be governed by this Agreement and by the statutes of the state of formation specified below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. FORMATION

1.1 Formation. The parties hereby form a limited partnership pursuant to the laws of the state of (the "Partnership"). The Partnership shall be formed by filing a Certificate of Limited Partnership or other required instrument in accordance with applicable law.

2. NAME AND PRINCIPAL PLACE OF BUSINESS

2.1 Name. The name of the Partnership shall be .

3. TERM

3.1 Term. The Partnership shall commence on the Effective Date and shall continue until dissolved pursuant to Section 15 of this Agreement or as provided by law.

4. PURPOSE

4.1 Purpose. The Partnership is formed to engage in the following business activities: and any and all lawful activities incidental thereto.

5. CAPITAL CONTRIBUTIONS

5.1 Initial Contributions. The Limited Partner shall contribute to the Partnership the sum of as its initial capital contribution, and the General Partner shall contribute services, property or capital as described in the books and records.

5.2 Capital Accounts. A capital account shall be established and maintained for each Partner in accordance with generally accepted accounting principles and applicable Treasury Regulations.

6. ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations. Except as otherwise required by applicable tax law, Profits and Losses shall be allocated among the Partners in proportion to their respective Percentage Interests. The Limited Partner's Percentage Interest shall be .

6.2 Distributions. Distributions of cash or property shall be made at such times and in such amounts as determined by the General Partner, subject to the priority rules set forth in this Agreement and applicable law.

7. MANAGEMENT AND VOTING

7.1 Management Authority. The General Partner shall have exclusive authority to manage, control and operate the Partnership's business and to make all decisions regarding the Partnership's affairs, including the authority to bind the Partnership, subject to express limitations in this Agreement.

7.2 Reserved Matters. Notwithstanding the foregoing, the General Partner shall not, without the prior written consent of the Limited Partner holding a Majority in Interest, take any action that would:

• Admit a new general partner;
• Amend the Certificate of Limited Partnership to increase the liabilities of Limited Partners; or
• Sell substantially all of the Partnership's assets.

8. DUTIES AND LIABILITY

8.1 Fiduciary Duties. The General Partner shall owe fiduciary duties to the Partnership and the Partners to the extent required by applicable law. The Limited Partner shall have no duty to participate in the management of the Partnership and shall not be personally liable for Partnership obligations beyond its capital contributions except as provided by applicable law.

8.2 Indemnification. The Partnership shall indemnify and hold harmless the General Partner and its Affiliates for actions taken in good faith on behalf of the Partnership, except for gross negligence, willful misconduct, or breach of this Agreement.

9. TRANSFERS; ADMISSION OF ADDITIONAL PARTNERS

9.1 Transfers. No Partner may transfer or assign its Partnership interest, in whole or in part, except in accordance with this Agreement and applicable law; any attempted transfer in violation of this Agreement shall be voidable by the non-transferring Partners.

9.2 Admission of Additional Partners. Additional Partners may be admitted only upon the unanimous written consent of the General Partner and the Limited Partner.

10. BOOKS, RECORDS AND TAX MATTERS

10.1 Records. The Partnership shall keep complete and accurate books and records of account and shall provide access to such books and records to Partners or their authorized representatives during normal business hours.

10.2 Tax Returns. The General Partner or the Tax Matters Partner shall cause the Partnership to prepare and timely file all tax returns and furnish each Partner with statements necessary for the preparation of such Partner's tax returns.

11. DISSOLUTION AND WINDING UP

11.1 Events of Dissolution. The Partnership shall be dissolved upon the occurrence of any event specified by applicable law or upon the written determination of the General Partner and Limited Partner to dissolve the Partnership.

11.2 Winding Up. Upon dissolution, the General Partner shall wind up the Partnership's affairs, liquidate assets in a commercially reasonable manner, and distribute proceeds in the order of priority required by this Agreement and applicable law.

12. NOTICES

12.1 Manner of Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, return receipt requested, or by overnight courier to the addresses set forth below or to such other address as a Partner may designate by notice.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating thereto.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law, such provision shall be reformed only to the extent necessary to make it enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. This Agreement may be amended only by a written instrument signed by the General Partner and the Limited Partner.

14.2 Waiver. No failure or delay by any Partner in exercising any right under this Agreement shall operate as a waiver of such right unless in writing and signed by the waiving party.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

15.1 No Third-Party Beneficiaries. Except as otherwise expressly provided, this Agreement is intended solely for the benefit of the parties hereto and their permitted successors and assigns and is not intended to confer any rights on third parties.

15.2 Interpretation. Headings are for convenience only and shall not affect interpretation. References to "including" or "includes" shall be deemed to mean "including, without limitation."

Sign Now