Net Worth of General Partner. The General Partner shall not be obligated to maintain a Net Worth in excess of such amount, if any, as may be required to ensure that the Partnership will continue to be treated as a partnership for federal income tax purposes. For the purposes of this Paragraph 5, Net Worth shall be based upon current fair market value of the assets of the General Partner.
Net Worth of General Partner. The General Partner agrees that at all times, as long as it remains a general partner of the Partnership, it shall maintain its net worth in an amount not less than 5% of the total contributions to the Partnership by all Partners and to any other limited partnership for which it acts as a general partner by all such partnership’s partners; provided, however, that in no event shall the General Partner’s net worth be less than $50,000, nor shall it be required to maintain a net worth in excess of $1,000,000. For the purposes of this Section 5, “net worth” shall be calculated in accordance with generally accepted accounting principles, except as otherwise specified in this Section 5, with all current assets based on their then current market values. The interests owned by the General Partner in the Partnership and any other partnerships for which it acts as a general partner and any notes and accounts receivable from and payable to any limited partnership in which it has an interest shall not be included as an asset in calculating its net worth, but any notes receivable from an affiliate (as such term is defined in Regulation S-X of the rules and regulations of the Securities and Exchange Commission (the “SEC”)) of the General Partner or letters of credit may be included. The General Partner agrees that it shall not be a general partner of any limited partnership other than the Partnership unless, at all times when it is a general partner of any such additional limited partnership, its net worth is at least equal to the net worth required by the preceding paragraph of this Section 5. The requirements of the preceding two paragraphs of this Section 5 may be modified by the General Partner at its option, without notice to or the consent of the Limited Partners, provided that: (a) such modification does not adversely affect the interests of the Limited Partners, and (b) the General Partner obtains a written opinion of counsel for the Partnership that such proposed modification: (i) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, (ii) will not adversely affect the status of the Limited Partners as limited partners under the Act, and (iii) will not violate any applicable state securities or Blue Sky law or any rules, regulations, guidelines, or statements of policy promulgated or applied thereunder; provided, however, that the General Partner’s net worth may not be reduced below the lesser of (A) th...
Net Worth of General Partner. The General Partner agrees that at all times so long as it remains General Partner of the Partnership, it will maintain a net worth, if any, at an amount which does not affect the classification of the Partnership as a partnership for tax purposes and not as an association taxable as a corporation. For purposes of this Paragraph 5, Net Worth shall include, at face value, any notes or stock subscriptions received including ones from affiliates or shareholder(s) of the General Partner.
Net Worth of General Partner. The General Partner agrees that, at all times during the offering period of the Partnership’s Units of Limited Partnership Interest described in Paragraph 12 hereof (the “Private Placement”), so long as it remains a general partner of the Partnership, it will maintain its Net Worth at an amount not less than 5% of the total contributions to the Partnership by all Partners. The General Partner also agrees, with respect to each additional limited partnership of which it is general partner, to maintain a net worth (excluding capital contributions to the additional partnership) at an amount not less than 5% of the total contributions to the additional limited partnership. In no event will the General Partner be required to maintain a net worth in excess of $1,000,000. For the purposes of this Paragraph 5, Net Worth shall be based upon current fair market value of the assets of the General Partner. The requirements of this Paragraph 5 may be modified if the General Partner obtains an opinion of counsel for the Partnership that a proposed modification will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes and will not violate any state securities or blue sky laws to which the Partnership may be subject from time to time.
Net Worth of General Partner. The General Partner will not permit its net worth to decline below $10 million without the consent of holders of a majority of the Units.
Net Worth of General Partner. The General Partner agrees that at all times after the termination of the initial offering period of the Partnership’s Units of Limited Partnership Interest described in Paragraph 11 hereof (the “Public Offering”), so long as it remains the General Partner of the Partnership, it will maintain a Net Worth (as defined below but excluding its capital contribution to the Partnership) equal to the greater of (a) 5% of the total contributions (including contributions by the General Partner) to all limited partnerships to which it is a general partner (including the Partnership) plus (prior to the termination of the Public Offering) 5% of the Units being offered for sale in the Partnership or (b) $50,000. In no event will the General Partner be required to maintain a net worth in excess of the greater of (i) $1,000,000 or (ii) the amount which the General Partner is advised by counsel as necessary or advisable to ensure that the Partnership is taxed as a partnership for federal income tax purposes. For the purposes of this Paragraph 5, Net Worth shall be based upon current fair market value of the assets of the General Partner. The requirements of this Paragraph 5 may be modified if the General Partner obtains an opinion of counsel for the Partnership that a proposed modification will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes and will not violate any state securities or blue sky laws to which the Partnership may be subject from time to time.
Net Worth of General Partner. The General Partner agrees that, so long as it remains the General Partner of the Partnership, it will maintain a Net Worth (as defined below) equal to the greater of (a) 5% of the total contributions (including contributions by the General Partner) to all limited partnerships to which it is a general partner (including the Partnership) plus (prior to the termination of the Public Offering) 5% of the Units being offered for sale in the Partnership or (b) $50,000. In no event will the General Partner be required to maintain a net worth in excess of the greater of (i) $1,000,000 or (ii) the amount which the General Partner is advised by counsel as necessary or advisable to ensure that the Partnership is taxed as a partnership for federal income tax purposes. For the purposes of this Paragraph 5, Net Worth shall be based upon current fair market value of the assets of the General Partner. The requirements of this Paragraph 5 may be modified if the General Partner obtains an opinion of counsel for the Partnership that a proposed modification will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes and will not violate any state securities or blue sky laws to which the Partnership may be subject from time to time.
Net Worth of General Partner. The General Partner hereby covenants and agrees that it shall at all times have sufficient assets and net worth, exclusive of its Interest, to permit the Partnership to be taxed as a "partnership" and not as an association taxable as a corporation for Federal income tax purposes under the provisions of the Code and the regulations promulgated hereunder and in compliance with any requirements imposed by the IRS.
Net Worth of General Partner. The General Partner agrees that at all times so long as it remains General Partner of the Fund, it will maintain its net worth at an amount sufficient, in the opinion of counsel for the Fund, for the Fund to be taxed as a partnership rather than as an association taxable as a corporation.
Net Worth of General Partner. The General Partner agrees that it will maintain a net worth of at least 5% of the total contributions to the Partnership and all other partnerships of which the General Partner is general partner. This agreement may be modified if counsel opines that such change will not adversely affect the partnership taxation of the Partnership, and if such change meets applicable state securities laws or guidelines. The General Partner will not permit its net worth to decline below $10 million without the consent of holders of a majority of the Units.
