Limited Partner Loans Clause Samples
The Limited Partner Loans clause defines the conditions under which limited partners in a partnership may provide loans to the partnership entity. Typically, this clause outlines the process for offering such loans, the terms of repayment, and any interest rates or priority of repayment relative to other obligations. For example, it may specify that limited partner loans are subordinate to third-party debt but senior to equity distributions. The core function of this clause is to provide the partnership with an additional, flexible source of financing while clarifying the rights and obligations of limited partners who act as lenders, thereby reducing potential disputes and ensuring transparency in financial arrangements.
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Limited Partner Loans. The General Partner shall have the right, in its sole and absolute discretion, upon written request of a Limited Partner (hereinafter, a “Borrowing Partner”), to cause the Partnership to make a loan (the “Partner Loan”) to the Borrowing Partner. All Partner Loans shall be on such terms and conditions as shall be satisfactory to the General Partner in its sole and absolute discretion; provided, however, that the following conditions shall apply to all Partner Loans (unless waived by the General Partner): (i) the amount of the Partner Loan shall at all times be no greater than twenty-five percent (25%) of the value of the Borrowing Partner’s Capital Account; (ii) the Partner Loan shall be secured by a first priority perfected security interest in the Borrowing Partner’s Capital Account; (iii) the Partner Loan shall become payable at the earlier of the date of the next capital contribution or withdrawal by any Partner or on the last day of the Fiscal Year in which the Partner Loan was made; (iv) the interest rate shall not be less than one percent (1%) over the prime rate per annum; and (v) the Borrowing Partner shall pay all of the General Partner’s and Partnership’s costs and expenses, including legal and accounting fees, incurred in connection with the Partner Loan. The Borrowing Partner shall execute and deliver any and all documents and instruments requested by the General Partner in connection with the Partner Loan, including but not limited to a promissory note and applicable security agreements and UCC financing statements.
Limited Partner Loans. Alternatively, the General Partner may obtain a loan from one or more Limited Partners as and when necessary to continue the business of the Company.
Limited Partner Loans. Any Limited Partner may make one or more loans to the Limited Partnership on terms and conditions agreed to in writing by the Limited Partner making the loan, and the General Partner. A Limited Partner making a loan shall be entitled to a claim against the assets of the Limited Partnership as a creditor of the Limited Partnership, and such claim shall be separate and distinct from such Limited Partner’s rights as a Limited Partner. The rights of a Limited Partner making a loan to the Limited Partnership, vis-à-vis other creditors of the Limited Partnership, may be subordinated or secured depending on the terms and conditions of a particular loan agreed to by a Limited Partner and the General Partner.
Limited Partner Loans. The term "Limited Partner Loans" means loans made to the Partnership by the Limited Partners pursuant to Section 3.1(b)(iii) of the Partnership Agreement and evidenced by those new Subordinated Notes executed and delivered to the respective Limited Partners in the forms of Attachment Nos. 1, 2 and 3 hereto.
Limited Partner Loans. The per Unit cash purchase price and execution and delivery of any Loan Documents are due upon subscription. No Limited Partner will have any liability for the debts and obligations of the Partnership by reason of being a Limited Partner, except to the extent of (i) his Capital Contribution, (ii) his proportionate share of the undistributed profits of the Partnership and (iii) the amount of certain Distributions received from the Partnership as provided by the Act. Limited Partners financing a portion of the purchase price of their Units will also be liable to the Bank as provided in the Loan Documents. See "Risk Factors - Other Investment Risks - Liability Under Limited Partner Loans" and "Risk Factors - Other Investment Risks - Limited Partners' Obligation to Return Certain Distributions." See also Form of Legal Opinion of W▇▇▇▇▇ C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & R▇▇▇, a Professional Limited Liability Company, attached hereto as Appendix E. Contribution of the General Partner
Limited Partner Loans. Repayment of Limited Partner contributions, advances, guarantees, obligations, or loans in connection with the Project (“Limited Partner Loans”) and the interest thereon must be repaid from the Developer’s share of the Net Cash Flow under the Note except where the following criteria are met:
(i) The interest rate on such Limited Partner Loan does not exceed the Prime
(ii) The Developer has provided advance written notice of the Limited Partner Loan to City disclosing its terms and purpose and City has approved the Limited Partner Loan. Said approval shall not be unreasonably denied and the City shall use its best efforts to respond to a request for approval within five (5) business days (excluding days that San ▇▇▇▇ City ▇▇▇▇ is not open for business) of receipt of the approval request.
(iii) The Limited Partner Loan is an Operating Deficit Loan (as defined below) or an Emergency Expense Loan (as defined below), and neither the General Partners nor the Project’s reserves are able to cover the operating deficit or emergency expenses
Limited Partner Loans. The Offering will terminate on June 1, 2000 (or earlier upon the sale of all 40 Units as provided herein), unless extended at the discretion of the General Partner for a period not to exceed 180 days. ------------------------------- Purchase of Units involves risks and is suitable only for persons of substantial means who have no need for liquidity in this investment. Among other factors, prospective investors should note that the health care industry is undergoing significant government regulatory reforms and that the Partnership faces substantial competition in the Service Area. See "Risk Factors" and "Terms of the Offering - Suitability Standards." ------------------------------- Cash Selling Net Cash Amount of Offering Price Commissions(1) Proceeds (2) Guaranties(3) Per Unit(4) $ 4,233 $ 75 $ 4,158 $ 2,435.63 Total Maximum(5) $169,320 $ 3,000 $166,320 $ 97,425.00 (See Footnotes on Back of Cover Page) See Glossary for capitalized terms used herein and not otherwise defined.
Limited Partner Loans. The loans to Investors to fund a portion of the purchase price of their Units as described in, and subject to the terms of, the Loan Commitment. Limited Partner Note. The note attached as an Exhibit to the Loan Commitment which upon execution and acceptance will represent a Limited Partner L▇▇▇ made to an Investor.