Admission and capital contribution of limited partners
Admission and Capital Contribution of Limited Partners Sample Clauses
Admission and Capital Contribution of Limited Partners. The General Partners may accept subscriptions, pursuant to the terms of the Offering, for up to 272 Class A Units and up to 2218 Class B Units. Capital Contributions shall be made as specified in Paragraphs 1.5 and 1.6. The Non-Interest Bearing Notes of any Limited Partner shall become immediately due and payable if any payment required to be made thereunder by such Partner is not made when due. Such notes, subsequent to their respective maturity dates, may be assigned as permitted by the Escrow and Security Agreement if, but only if, the maker of any such note is in default in payment thereunder at the time of assignment. The Capital Contribution of each Limited Partner shall be set forth in Exhibit A to this Agreement. The Interest of a Limited Partner in the Partnership shall be the percentage determined in accordance with Paragraph 1.19 of this Agreement. In lieu of executing and delivering a Non Interest Bearing Note, a Limited Partner may make an additional Initial Capital Contribution of $25,000 per Unit. Any Units which the Partnership may acquire pursuant to Paragraph 5.9 may be reissued by it to existing Partners or to third parties that the Managing General Partner may admit as Limited Partners provided that: (A) such persons(i) make the same representations and warranties as were made by the purchasers of the Class B Units in the Project Participation Agreement and (ii) make a cash Capital Contribution of $25,000 per Unit; and (B) the Managing General Partner receives an opinion of counsel (which may be obtained at the expense of the Partnership) or other satisfactory evidence that the admission of such person as a Limited Partner will not (i) cause the Partnership to lose its exemption from certain federal and state public utility laws provided by PURPA; (ii) dissolve the Partnership or otherwise impair the ability of the Partnership to be treated as a Partnership under the federal income tax laws; or (iii) violate the Securities Act of 1933, as amended or any applicable state securities law.