Class A Limited Partner. Subject to the conditions set forth in Section 11.03, the Class A Limited Partner may pledge or otherwise Transfer all or any portion of its Interest to any Person other than any of the Persons specified on Schedule 11.02(b) attached hereto with the consent of the General Partner, which consent shall not be unreasonably withheld or delayed; provided that the General Partner shall be deemed to be reasonably withholding such consent to any pledge or other Transfer (other than pursuant to the Credit Facility) which imposes additional costs on the Partnership or on any of the Terra Partners or any of their Affiliates. The General Partner shall have the right from time to time to supplement Schedule 11.02(b) attached hereto to include any other Person that it determines in good faith is a competitor of Terra.
Class A Limited Partner. Before the Effective Date, the Class A Limited Partner owned the Real Property. In connection with this Agreement, the Class A Limited Partner is conveying the Real Property to the Partnership as part of the Class A Limited Partner’s Initial Capital Contribution. The Class A Limited Partner will receive a credit of $8,272,812 as its Initial Capital Contribution and its initial Capital Account (as defined below) consisting of the following: • Conveyance of the Real Property to the Partnership: ◦ initial cost basis of the Class A Limited Partner in the Real Property $1,909,169 ◦ imputed equity value of the Real Property agreed by the Partners (“Imputed Equity”) $4,090,831 subtotal initial cost basis and Imputed Equity $6,000,000 ◦ additional development costs for the Real Property paid through March 31, 2018 $1,619,020 subtotal Real Property $7,619,020 • Additional cash contributions: $ 653,792 Total Class A Limited Partner Initial Capital Contribution $8,272,812
Class A Limited Partner. Before the Effective Date, the General Partner, the Class A Limited Partner, and their Affiliates paid costs and expenses in connection with the due diligence, site planning, entitlement, financing, and related pursuit work for the Property and the Business (“Pursuit Costs”). In connection with the execution of this Agreement, the General Partner and Class A Limited Partner assigned to the Partnership all of their rights, titles, and interests in and to documents and agreements related to the Property and the Business. The Partnership is assuming all of the General Partner’s and the Class A Limited Partner’s liabilities and obligations under such documents and agreements. The Class A Limited Partner’s Initial Capital Contribution will be the amount of the Pursuit Costs paid through the Effective Date. The total Pursuit Costs paid through May 31, 2018 were approximately $470,494. On or about the Effective Date, the General Partner will estimate the total Pursuit Costs incurred through the Effective Date and include such amount on Exhibit “A”, which amount will be considered the Class A Limited Partner’s Initial Capital Contribution; provided that, within a reasonable time after the Effective Date, the General Partner will compute and determine the actual amount of the total Pursuit Costs and adjust the Class A Limited Partner’s Initial Capital Contribution to equal the actual amount of total Pursuit Costs.
Class A Limited Partner. (a) The Partnership and the General Partner represent that the Tax Credits were not allocated to the Partnership as part of the non-profit set aside set forth in Section 42(h)(5)(c) of the Code. Notwithstanding the foregoing, the Class A Limited Partner acknowledges that the Credit Agency allocated Tax Credits to the Partnership in part because the Class A Limited Partner is a non- profit organization and participates in the Partnership. Notwithstanding any provision of this Agreement to the contrary, during the Compliance Period, the Class A Limited Partner (or its successor) shall participate in the development and operation of the Apartment Complex to the extent required by the Credit Agency to qualify for the Tax Credits. The Class A Limited Partner shall devote such time and effort as necessary to assist the General Partner in the development and operation of the Apartment Complex. During the development of and throughout the Compliance Period for the Apartment Complex, the Class A Limited Partner shall maintain its federal tax exempt status and take such other actions to the extent required by the Credit Agency to qualify for the Tax Credits. The Class A Limited Partner acknowledges that the General Partner and the Investment Limited Partner are relying on the Class A Limited Partner's participation and involvement to accomplish the development and operation of the Apartment Complex.
