General Partner Participation. The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development and ownership of Properties, shall be conducted through the Partnership (except that the General Partner shall be permitted to possess an ownership interest in EWIP or some other Entity (collectively, the “Investment Entities”) so long as the Partnership’s interest in any property, partnership, limited liability company or other Entity in which the Investment Entity has an ownership interest is at least 99 times the Investment Entity’s interest). Without the Consent of the Limited Partners, the General Partner shall not, directly or indirectly, participate in or otherwise acquire any interest in any real or personal property unless the Partnership participates in, or otherwise acquires an interest in, such real or personal property at least to the extent of 99 times such proposed participation by the Investment Entity, provided that the Consent of the Limited Partners shall not be required if the Limited Partners collectively own less than five percent (5%) of the Partnership Units at the time that the General Partner undertakes such action. The General Partner agrees that all borrowings for the purpose of making distributions to its stockholders will be incurred by the Partnership and the proceeds of such indebtedness will be included as Net Financing Proceeds hereunder (provided that the foregoing shall not prohibit the General Partner from guaranteeing or co-signing an obligation of any of the foregoing Entities).
Appears in 3 contracts
Sources: Limited Partnership Agreement (Essex Portfolio Lp), Limited Partnership Agreement (Essex Portfolio Lp), Limited Partnership Agreement (Essex Property Trust Inc)