Formation and Agreement of Limited Partnership Sample Clauses

Formation and Agreement of Limited Partnership. SECTION 2.1 Partnership Formation; Effective Date........................................................2 SECTION 2.2 Name of Partnership..........................................................................2 SECTION 2.3 Purposes and Investment Objectives...........................................................2 SECTION 2.4 Registered Agent and Office; Principal Place of Business.....................................3 SECTION 2.5

Formation and Agreement of Limited Partnership. Consolidated Capital Institutional Properties was originally formed as a limited partnership (the “California Partnership”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of April 28, 1981. Pursuant to an Agreement and Plan of Merger, dated as of March 19, 2008, by and between the California Partnership and Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Delaware Partnership”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Surviving Entity”) in the merger (the “Merger”). At the effective time of the Merger (the “Effective Time”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the “Agreement”); (c) ConCap Equities, Inc., a Delaware corporation, remained as sole General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the “Partnership” are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time.”

Formation and Agreement of Limited Partnership. The parties hereto hereby form a limited partnership (the “Partnership”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth herein On the execution of this Agreement (the “Agreement”) (or a subsequent change in the Partnership’s membership), the parties will execute and acknowledge a Certificate of Limited Partnership pursuant to the provisions of Section 15502 of the California Corporations Code which will be duly recorded forthwith in the Office of the County Recorder of the County in which the principal place of business of the Partnership is located.

Formation and Agreement of Limited Partnership