CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions of the Partners
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions Of The Partners Prior to the execution of this Agreement, the Partners have made the Capital Contributions as set forth in the Partner Registry. On the date hereof, the Partners own Partnership Units in the amounts set forth in the Partner Registry and have Percentage Interests in the Partnership as set forth in the Partner Registry. The number of Partnership Units and Percentage Interest shall be adjusted in the Partner Registry from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest occurring after the date hereof in accordance with the terms of this Agreement. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or any of its Subsidiaries, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership or any Subsidiary shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in the Partner Registry. One thousand (1,000) Partnership Units shall be deemed to be the General Partner’s Partnership Units and shall be the General Partnership Interest of the General Partner. All other Partnership Units held by the General Partner shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5, 10.5, and 13.3 hereof, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise). Except as otherwise set forth in Section 13.3 hereof, no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. 14 Section 4.1 Capital Contributions of the Partners..............................................14 Section 4.2 Issuances of Partnership Interests.................................................15 Section 4.3
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions of the Partners; Restatement of Capital Accounts on the Effective Date ElderTrust Realty Group, Xxxxxx X. Xxxxxxx, Xx., D. Xxx XxXxxxxx, Xx. and ET Partnership previously made Capital Contributions to the Partnership. Pursuant to the Act and the Prior Agreement, the General Partner has been admitted to the Partnership as an additional limited partner without having made a capital contribution. On the Effective Date, ElderTrust Realty Group shall withdraw from the Partnership. Also on the Effective Date, ET Partnership shall be liquidated and Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xx. and MGI shall acquire the limited partnership interests previously held by ET Partnership. On the Effective Date, the General Partner and the Limited Partners other than MGI, Xxxxxx X. Xxxxxxx, Xx. and D. Xxx XxXxxxxx, Xx. shall make the Capital Contributions described in the section captioned "Formation Transactions" in the final prospectus of the General Partner in connection with the initial public offering of the Shares. On the Effective Date, the Partnership shall be recapitalized so that the Partners shall own Partnership Units in the amounts set forth 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, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner's Percentage Interest. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement and as set forth in Exhibit A. A number of Partnership Units held by the General Partner equal to one-tenth of one percent (0.1%) of all outstanding Partnership Units (as of the Effective Date) shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest of such General Partner. All other Partnership Units held by the General Partners shall be deemed to be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership. Except as provided in Sections 7.5 and...
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS A. INITIAL CAPITAL CONTRIBUTIONS AND RECAPITALIZATION OF THE PARTNERSHIP ON THE EFFECTIVE DATE. On the Effective Date, the Partners will make Capital Contributions to the Partnership in connection with the Consolidation. On the Effective Date, the General Partner will complete EXHIBIT A hereto to reflect the Capital Contributions made by each Partner, the Partnership Units assigned to each Partner and the Percentage Interest in the Partnership represented by such Partnership Units. The Capital Accounts of the Partners and the Carrying Values of the Partnership's Assets shall be determined as of the Effective Date pursuant to Section I.D of EXHIBIT B hereto to reflect the Capital Contributions made on the Effective Date.
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. SECTION 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS.......... 14 SECTION 4.2 ISSUANCES OF PARTNERSHIP INTERESTS............. 15 SECTION 4.3
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. 16 Section 4.1. Capital Contributions Of The Partners 16 Section 4.2. Issuances Of Partnership Interests 16 Section 4.3. No Preemptive Rights 17 Section 4.4. Other Contribution Provisions 17 Section 4.5. No Interest On Capital 18 ARTICLE V DISTRIBUTIONS 18 Section 5.1. Requirement And Characterization Of Distributions 18 Section 5.2. Amounts Withheld 19 Section 5.3. Distributions Upon Liquidation 19 Section 5.4. Revisions To Reflect Issuance Of Partnership Interests 20 ARTICLE VI ALLOCATIONS 20
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. Section 4.1 Capital Contributions of the Existing Partners; Restatement of Partnership Interests on the Date Hereof; General Partnership Interest
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. 14 Section 4.1 Capital Contributions of the Partners . . . . . . . . . . 14 Section 4.2 Issuances of Partnership Interests . . . . . . . . . . . . 15 Section 4.3
CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP INTERESTS. A-13 Section 4.1 Capital Contributions of the Existing Partners; Restatement of Partnership Interests on the Date Hereof; General Partnership Interest........................................ A-13 Section 4.2Future Issuances of Partnership Interests and Capital Contri- butions................................................................ A-14 Section 4.3No Preemptive Rights......................................... A-15 Section 4.4Other Contribution Provisions................................ A-15 Section 4.5No Interest on Capital....................................... A-16 ARTICLE V DISTRIBUTIONS................................................... A-16 Section 5.1Requirement and Characterization of Distributions............ A-16 Section 5.2Amounts Withheld............................................. A-18 Section 5.3Distributions Upon Liquidation............................... A-18 Section 5.4Revisions to Reflect Issuance of Partnership Interests....... A-18 ARTICLE VI ALLOCATIONS.................................................... A-18 Section 6.1Allocations For Capital Account Purposes..................... A-18 Section 6.2Revisions to Allocations to Reflect Issuance of Partnership Interests.............................................................. A-19 ARTICLE VII
