Successor Partners. For purposes of this Exhibit B , a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Operating Partnership, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Operating Partnership, L.P. and the rights of Redemption referred to therein, (ii) surrenders such Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx Xxxxxxx) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT III, Inc., as the General Partner of Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________, 201____, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx Xxxxxx, Suite 500, Irvine, California 92612), represent _______ [Class A][Class R][Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.
Appears in 2 contracts
Samples: Agreement (Steadfast Apartment REIT III, Inc.), Agreement (Steadfast Apartment REIT III, Inc.)
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III NexPoint Multifamily Operating Partnership, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III NexPoint Multifamily Operating Partnership, L.P. and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT IIINexPoint Multifamily Realty Trust, Inc., as the General Partner of Steadfast Apartment REIT III NexPoint Multifamily Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________[ ], 201____2015, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Suite 500, Irvine, California 92612Xxxxx 75201), represent _______ [Class A][Class R][Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS Page Article 1 DEFINED TERMS 1 Section 1.1 Definitions 1 Article 2 ORGANIZATIONAL MATTERS 19 Section 2.1 Organization 19 Section 2.2 Name 20 Section 2.3 Registered Office and Agent; Principal Office 20 Section 2.4 Power of Attorney 20 Section 2.5 Term 21 Article 3 PURPOSE 21 Section 3.1 Purpose and Business 21 Section 3.2 Powers 22 Section 3.3 Partnership only for Purposes Specified 22 Section 3.4 Representations and Warranties by the Parties 22 Section 3.5 Certain ERISA Matters 24 Article 4 CAPITAL CONTRIBUTIONS 25 Section 4.1 Capital Contributions of the Partners 25 Section 4.2 Classes of Partnership Units 25 Section 4.3 Loans by Third Parties 25 Section 4.4 Additional Funding and Capital Contributions 25 Section 4.5 Other Contribution Provisions 27 Section 4.6 No Preemptive Rights 27 Section 4.7 No Interest; No Return 27 Section 4.8 Profits Interest of Special Limited Partner 27 Section 4.9 Special Fees 28 Article 5 DISTRIBUTIONS 28 Section 5.1 Distributions 28 Section 5.2 Qualification as a REIT 33 Section 5.3 Withholding 33 Section 5.4 Additional Partnership Interests 33 Article 6 ALLOCATIONS 34 Article 7 MANAGEMENT AND OPERATIONS OF BUSINESS 34 Section 7.1 Management 34 Section 7.2 Certificate of Limited Partnership 38 Section 7.3 Restrictions on General Partner’s Authority 38 Section 7.4 Reimbursement of the General Partner 40 Section 7.5 Outside Activities of the General Partner 41 Section 7.6 Contracts with Affiliates 42 Section 7.7 Indemnification 43 Section 7.8 Liability of the General Partner 45 Section 7.9 Other Matters Concerning the General Partner 46 Section 7.10 Title to Partnership Assets 47 Section 7.11 Reliance by Third Parties 47 Article 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 48 Section 8.1 Limitation of Liability 48 Section 8.2 Management of Business 48 Section 8.3 Outside Activities of Limited Partners 48 Section 8.4 Return of Capital 48 Section 8.5 Rights of Limited Partners Relating to the Partnership 49 Section 8.6 Redemption Rights 49 Article 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS 52 Section 9.1 Records and Accounting 52 Section 9.2 Fiscal Year 52 Section 9.3 Reports 52 Section 9.4 Nondisclosure of Certain Information 53 Article 10 TAX MATTERS 53 Section 10.1 Preparation of Tax Returns 53 Section 10.2 Tax Elections 53 Section 10.3 Tax Matters Partner 54 Section 10.4 Organizational Expenses 55 Section 10.5 Withholding 55 Article 11 TRANSFERS AND WITHDRAWALS 56 Section 11.1 Transfer 56 Section 11.2 Transfer of the Partnership Interest of the General Partner and the Special Limited Partner 56 The above provisions of this Section 11.2D shall similarly apply to successive mergers or consolidations permitted hereunder 57 Section 11.3 Limited Partners’ Rights to Transfer 58 Section 11.4 Substituted Limited Partners 59 Section 11.5 Assignees 60 Section 11.6 General Provisions 60 Section 11.7 Put Right of General Partner 62 Article 12 ADMISSION OF PARTNERS 63 Section 12.1 Admission of Successor General Partner 63 Section 12.2 Admission of Additional Limited Partners 63 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership 63 Article 13 DISSOLUTION AND LIQUIDATION 64 Section 13.1 Dissolution 64 Section 13.2 Winding Up 65 Section 13.3 Capital Contribution Obligation 66 Section 13.4 Compliance with Timing Requirements of Regulations 66 Section 13.5 Deemed Distribution and Recontribution 66 Section 13.6 Rights of Limited Partners 66 Section 13.7 Notice of Dissolution 67 Section 13.8 Cancellation of Certificate of Limited Partnership 67 Section 13.9 Reasonable Time for Winding-Up 67 Section 13.10 Waiver of Partition 67 Article 14 AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 67 Section 14.1 Amendments 67 Section 14.2 Action by the Partners 68 Article 15 GENERAL PROVISIONS 69 Section 15.1 Addresses and Notice 69 Section 15.2 Titles and Captions 69 Section 15.3 Pronouns and Plurals 69 Section 15.4 Further Action 69 Section 15.5 Binding Effect 69 Section 15.6 Creditors 69 Section 15.7 Waiver 69 Section 15.8 Counterparts 70 Section 15.9 Applicable Law 70 Section 15.10 Invalidity of Provisions 70 Section 15.11 Entire Agreement 70 Section 15.12 No Rights as Stockholders 70
Appears in 2 contracts
Samples: Nexpoint Multifamily Realty Trust, Inc., Nexpoint Multifamily Realty Trust, Inc.
Successor Partners. For purposes of this Exhibit B , a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III NexPoint Multifamily Operating Partnership, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III NexPoint Multifamily Operating Partnership, L.P. and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III NEXPOINT MULTIFAMILY OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT IIINexPoint Multifamily Realty Trust, Inc., as the General Partner of Steadfast Apartment REIT III NexPoint Multifamily Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________[ ], 201____2014, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Suite 500, Irvine, California 92612Xxxxx 75201), represent _______ [Class A][Class R][Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE 2 ORGANIZATIONAL MATTERS 20 Section 2.1 Organization 20 Section 2.2 Name 20 Section 2.3 Registered Office and Agent; Principal Office 20 Section 2.4 Power of Attorney 20 Section 2.5 Term 21 ARTICLE 3 PURPOSE 22 Section 3.1 Purpose and Business 22 Section 3.2 Powers 22 Section 3.3 Partnership only for Purposes Specified 22 Section 3.4 Representations and Warranties by the Parties 23 Section 3.5 Certain ERISA Matters 25 ARTICLE 4 CAPITAL CONTRIBUTIONS 25 Section 4.1 Capital Contributions of the Partners 25 Section 4.2 Classes of Partnership Units 25 Section 4.3 Loans by Third Parties 25 Section 4.4 Additional Funding and Capital Contributions 26 Section 4.5 Other Contribution Provisions 27 Section 4.6 No Preemptive Rights 28 Section 4.7 No Interest; No Return 28 Section 4.8 Profits Interest of Special Limited Partner 28 Section 4.9 Special Fees 28 ARTICLE 5 DISTRIBUTIONS 29 Section 5.1 Distributions 29 Section 5.2 Qualification as a REIT 33 Section 5.3 Withholding 33 Section 5.4 Additional Partnership Interests 34 ARTICLE 6 ALLOCATIONS 34 ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS 34 Section 7.1 Management 34 Section 7.2 Certificate of Limited Partnership 38 Section 7.3 Restrictions on General Partner’s Authority 39 Section 7.4 Reimbursement of the General Partner 40 Section 7.5 Outside Activities of the General Partner 42 Section 7.6 Contracts with Affiliates 43 Section 7.7 Indemnification 44 Section 7.8 Liability of the General Partner 46 Section 7.9 Other Matters Concerning the General Partner 47 Section 7.10 Title to Partnership Assets 47 Section 7.11 Reliance by Third Parties 48 ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 48 Section 8.1 Limitation of Liability 48 Section 8.2 Management of Business 48 Section 8.3 Outside Activities of Limited Partners 48 Section 8.4 Return of Capital 49 Section 8.5 Rights of Limited Partners Relating to the Partnership 49 Section 8.6 Redemption Rights 50 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS 52 Section 9.1 Records and Accounting 52 Section 9.2 Fiscal Year 53 Section 9.3 Reports 53 Section 9.4 Nondisclosure of Certain Information 53 ARTICLE 10 TAX MATTERS 53 Section 10.1 Preparation of Tax Returns 53 Section 10.2 Tax Elections 54 Section 10.3 Tax Matters Partner 54 Section 10.4 Organizational Expenses 55 Section 10.5 Withholding 56 ARTICLE 11 TRANSFERS AND WITHDRAWALS 56 Section 11.1 Transfer 56 Section 11.2 Transfer of the Partnership Interest of the General Partner and the Special Limited Partner 57 Section 11.3 Limited Partners’ Rights to Transfer 58 Section 11.4 Substituted Limited Partners 59 Section 11.5 Assignees 60 Section 11.6 General Provisions 61 Section 11.7 Put Right of General Partner 63 ARTICLE 12 ADMISSION OF PARTNERS 63 Section 12.1 Admission of Successor General Partner 63 Section 12.2 Admission of Additional Limited Partners 63 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership 64 ARTICLE 13 DISSOLUTION AND LIQUIDATION 64 Section 13.1 Dissolution 64 Section 13.2 Winding Up 65 Section 13.3 Capital Contribution Obligation 66 Section 13.4 Compliance with Timing Requirements of Regulations 66 Section 13.5 Deemed Distribution and Recontribution 67 Section 13.6 Rights of Limited Partners 67 Section 13.7 Notice of Dissolution 67 Section 13.8 Cancellation of Certificate of Limited Partnership 67 Section 13.9 Reasonable Time for Winding-Up 67 Section 13.10 Waiver of Partition 68 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 68 Section 14.1 Amendments 68 Section 14.2 Action by the Partners 68 ARTICLE 15 GENERAL PROVISIONS 69 Section 15.1 Addresses and Notice 69 Section 15.2 Titles and Captions 69 Section 15.3 Pronouns and Plurals 69 Section 15.4 Further Action 69 Section 15.5 Binding Effect 70 Section 15.6 Creditors 70 Section 15.7 Waiver 70 Section 15.8 Counterparts 70 Section 15.9 Applicable Law 70 Section 15.10 Invalidity of Provisions 70 Section 15.11 Entire Agreement 70 Section 15.12 No Rights as Stockholders 70 ARTICLE 16 CLASS B XXXXX 00 Xxxxxxx 00.0 Designation and Number 71 Section 16.2 Special Provisions 72 Section 16.3 Voting 73 Section 16.4 Conversion of Class B Xxxxx 00 Xxxxxxx 00.0 Profits Interests 76
Appears in 1 contract
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT Exhibit C Certificate of Limited Partnership Exhibit D Exhibit E FORM OF CLASS C UNIT NOTICE OF REDEMPTION The undersigned hereby irrevocably [A]1 Via electronic copy and original via overnight courier [DATE] Hospitality Investors Trust Operating Partnership, L.P. 405 Pxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxntion: Pxxx Xxxxxx Email: PXxxxxx@xx-xxxxxx.xxx Facsimile: (i000) transfers 000-0000 Re: [Insert Name of Class C Unit Holder] (“Investor”) Convertible Preferred Partnership Units, Class C (“Class C Units”) Ladies and Gentlemen: This Notice of Redemption is delivered pursuant to Section [____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Operating Partnership, L.P. in accordance with the terms ]2 of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Hospitality Investors Trust Operating Partnership, L.P. and L.P., dated as of [●], 2017 (the rights of Redemption referred “A&R LPA”). Capitalized terms used but not defined herein shall have the meanings ascribed to therein, (ii) surrenders such Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed them in the name(s) and at the address(es) specified belowA&R LPA. Dated: Please be advised that Investor has elected to redeem [_____]3 of the outstanding Class C Units owned by Investor (the “Redeemed Units”) pursuant to the terms and conditions of Section [_____]4 of the A&R LPA. Such redemption will occur on [Insert Date] (the “Redemption Date”) and will be effected by the payment of $[________________________ Name of Partner: _________________________________________ ] per Class C Unit (Signature of Partnerwhich includes an amount equal to the accrued but unpaid Class C Cash Distribution Amounts thereon for the then-current quarterly period to but excluding the Redemption Date) _________________________________________ (Xxxxxx Xxxxxxx) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT III, Inc., as the General Partner of Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating PartnershipRedemption Price”). From and after the Redemption Date, hereby certifies that ____________________ is a Limited Partner all Class C Cash Distribution Amounts on the Redeemed Units will cease to accrue, the Redeemed Units will be deemed to be no longer outstanding and all of the Operating Partnership whose Partnership Interests thereinrights of the Holder with respect to the Redeemed Units (but, for the avoidance of doubt, not with respect to any Class C Units remaining outstanding and held by the Holder or any other Holder of Class C Units, in accordance with the terms of the A&R LPA) shall cease. The Redemption Price, as set forth in on Exhibit A attached hereto, will be paid on the Amended Redemption Date and Restated Agreement of Limited Partnership the Redeemed Units will be promptly cancelled by the Company after giving effect to the redemption of the Operating Partnership dated ___________Redeemed Units being redeemed hereby. If you have any questions, 201____please contact [Insert Name] at [Insert Phone Number/Email]. Sincerely, as amended ([Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC] [NAME] [TITLE] 1 To be used for redemptions by the “Partnership Agreement”Investor under Section 5.1(c), 16.5(a)(i), 16.5(a)(ii) or 16.5(a)(iv) of the A&R LPA. 2 Specify the section under which the Operating Partnership redemption is existing taking place: (copies of which are on file 1) Section 5.1(c): Redemption at the Operating Partnership’s principal office option of the holder upon a Fundamental Sale, (2) Section 16.5(a)(i): Redemption at 00000 Xxx Xxxxxx Xxxxxxthe option of the Holder after five years, Suite 500(3) Section 16.5(a)(ii): Redemption at the option of the holder upon a Material Breach or REIT Event, Irvine, California 92612), represent _______ or (4) Section 16.5(a)(iv): Redemption at the option of the Holder upon a successful challenge to the Class C Rights. 3 Insert number of units to be redeemed. 4 See Footnote 1. Exhibit A [Insert Name of Class A][Class R][Class TC Unit Holder] OP Redemption Price [Insert Date] Calculation of Redemption Price:5 Number of Class C Units held by [Insert Name of Class C Unit Holder]: ¨ Number of days of accrued but unpaid dividends in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME current quarterly period (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED if applicable): ¨ Liquidation Preference as of Redemption Date (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.if applicable): ¨ Class C Cash Distribution Amount paid with respect to such Class C Units prior to Redemption date (if applicable): ¨ Make Whole Premium (if applicable): ¨ Total Redemption Price: ¨
Appears in 1 contract
Samples: Registration Rights Agreement (American Realty Capital Hospitality Trust, Inc.)
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class TC] OP Units in Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class TC] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS TC] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III XXXXXX VALIDUS OPERATING PARTNERSHIPPARTNERSHIP II, L.P. LP No. _______________ _________ UNITS Steadfast Apartment Xxxxxx Validus Mission Critical REIT IIIII, Inc., as the General Partner of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P.LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________May 7, 201____2014, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 0000 Xxxx Xxx Xxxxxx XxxxxxXxxxx Xxxx., Suite 500Xxxxx 000, IrvineXxxxx, California 92612Xxxxxxx 33607), represent _______ [Class A][Class R][Class TC] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 20 Section 2.1 Organization. 20 Section 2.2 Name. 20 Section 2.3 Registered Office and Agent; Principal Office. 20 Section 2.4 Power of Attorney. 20 Section 2.5 Term. 21 ARTICLE 3 PURPOSE 22 Section 3.1 Purpose and Business. 22 Section 3.2 Powers. 22 Section 3.3 Partnership only for Purposes Specified. 22 Section 3.4 Representations and Warranties by the Parties. 23 Section 3.5 Certain ERISA Matters. 25 ARTICLE 4 CAPITAL CONTRIBUTIONS 25 Section 4.1 Capital Contributions of the Partners. 25 Section 4.2 Classes of Partnership Units. 25 Section 4.3 Loans by Third Parties. 25 Section 4.4 Additional Funding and Capital Contributions. 26 Section 4.5 Other Contribution Provisions. 27 Section 4.6 No Preemptive Rights. 28 Section 4.7 No Interest; No Return. 28 Section 4.8 Profits Interest of Special Limited Partner. 28 Section 4.9 Special Fees. 28 ARTICLE 5 DISTRIBUTIONS 29 Section 5.1 Distributions. 29 Section 5.2 Qualification as a REIT. 33 Section 5.3 Withholding. 33 Section 5.4 Additional Partnership Interests. 34 ARTICLE 6 ALLOCATIONS 34 ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS 34 Section 7.1 Management. 34 Section 7.2 Certificate of Limited Partnership. 38 Section 7.3 Restrictions on General Partner’s Authority. 39 Section 7.4 Reimbursement of the General Partner. 40 Section 7.5 Outside Activities of the General Partner. 42 Section 7.6 Contracts with Affiliates. 43 Section 7.7 Indemnification. 44 Section 7.8 Liability of the General Partner. 46 Section 7.9 Other Matters Concerning the General Partner. 47 Section 7.10 Title to Partnership Assets. 47 Section 7.11 Reliance by Third Parties. 48 ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 48 Section 8.1 Limitation of Liability. 48 Section 8.2 Management of Business. 48 Section 8.3 Outside Activities of Limited Partners. 48 Section 8.4 Return of Capital. 49 Section 8.5 Rights of Limited Partners Relating to the Partnership. 49 Section 8.6 Redemption Rights. 50 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS 52 Section 9.1 Records and Accounting. 52 Section 9.2 Fiscal Year. 53 Section 9.3 Reports. 53 Section 9.4 Nondisclosure of Certain Information. 53 ARTICLE 10 TAX MATTERS 53 Section 10.1 Preparation of Tax Returns. 53 Section 10.2 Tax Elections. 54 Section 10.3 Tax Matters Partner. 54 Section 10.4 Organizational Expenses. 55 Section 10.5 Withholding. 56 ARTICLE 11 TRANSFERS AND WITHDRAWALS 56 Section 11.1 Transfer. 56 Section 11.2 Transfer of the Partnership Interest of the General Partner and the Special Limited Partner. 57 Section 11.3 Limited Partners’ Rights to Transfer. 58 Section 11.4 Substituted Limited Partners. 59 Section 11.5 Assignees. 60 Section 11.6 General Provisions. 61 Section 11.7 Put Right of General Partner. 63 ARTICLE 12 ADMISSION OF PARTNERS 63 Section 12.1 Admission of Successor General Partner. 63 Section 12.2 Admission of Additional Limited Partners. 63 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership. 64 ARTICLE 13 DISSOLUTION AND LIQUIDATION 64 Section 13.1 Dissolution. 64 Section 13.2 Winding Up. 65 Section 13.3 Capital Contribution Obligation. 66 Section 13.4 Compliance with Timing Requirements of Regulations. 66 Section 13.5 Deemed Distribution and Recontribution. 67 Section 13.6 Rights of Limited Partners. 67 Section 13.7 Notice of Dissolution. 67 Section 13.8 Cancellation of Certificate of Limited Partnership. 67 Section 13.9 Reasonable Time for Winding-Up. 67 Section 13.10 Waiver of Partition. 68 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 68 Section 14.1 Amendments. 68 Section 14.2 Action by the Partners. 68 ARTICLE 15 GENERAL PROVISIONS 69 Section 15.1 Addresses and Notice. 69 Section 15.2 Titles and Captions. 69 Section 15.3 Pronouns and Plurals. 69 Section 15.4 Further Action. 69 Section 15.5 Binding Effect. 70 Section 15.6 Creditors. 70 Section 15.7 Waiver. 70 Section 15.8 Counterparts. 70 Section 15.9 Applicable Law. 70 Section 15.10 Invalidity of Provisions. 70 Section 15.11 Entire Agreement. 70 Section 15.12 No Rights as Stockholders. 70 ARTICLE 16 CLASS B XXXXX 00 Xxxxxxx 00.0 Designation and Number. 71 Section 16.2 Special Provisions. 72 Section 16.3 Voting. 73 Section 16.4 Conversion of Class B Units. 74 Section 16.5 Profits Interests. 76
Appears in 1 contract
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Operating PartnershipNexPoint Hospitality, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Operating PartnershipNexPoint Hospitality, L.P. and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIPNEXPOINT HOSPITALITY, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT IIINexPoint Hospitality Trust, Inc., as the General Partner of Steadfast Apartment REIT III Operating PartnershipNexPoint Hospitality, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________[ ], 201____2014, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Suite 500, Irvine, California 92612Xxxxx 75201), represent _______ [Class A][Class R][Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 20 Section 2.1 Organization. 20 Section 2.2 Name. 20 Section 2.3 Registered Office and Agent; Principal Office. 20 Section 2.4 Power of Attorney. 20 Section 2.5 Term. 22 ARTICLE 3 PURPOSE 22 Section 3.1 Purpose and Business. 22 Section 3.2 Powers. 22 Section 3.3 Partnership only for Purposes Specified. 23 Section 3.4 Representations and Warranties by the Parties. 23 Section 3.5 Certain ERISA Matters. 25 ARTICLE 4 CAPITAL CONTRIBUTIONS 25 Section 4.1 Capital Contributions of the Partners. 25 Section 4.2 Classes of Partnership Units. 25 Section 4.3 Loans by Third Parties. 26 Section 4.4 Additional Funding and Capital Contributions. 26 Section 4.5 Other Contribution Provisions. 28 Section 4.6 No Preemptive Rights. 28 Section 4.7 No Interest; No Return. 28 Section 4.8 Profits Interest of Special Limited Partner. 28 Section 4.9 Special Fees. 28 ARTICLE 5 DISTRIBUTIONS 29 Section 5.1 Distributions. 29 Section 5.2 Qualification as a REIT. 33 Section 5.3 Withholding. 33 Section 5.4 Additional Partnership Interests. 34 Section 5.5 Distributions in Kind. 34 Section 5.6 Distributions upon Liquidation. 34 Section 5.7 Distribution Limitation. 34 ARTICLE 6 ALLOCATIONS 34 Section 6.1 Allocations. 34 ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS 34 Section 7.1 Management. 34 Section 7.2 Certificate of Limited Partnership. 39 Section 7.3 Restrictions on General Partner’s Authority. 39 Section 7.4 Reimbursement of the General Partner. 41 Section 7.5 Outside Activities of the General Partner. 42 Section 7.6 Contracts with Affiliates. 43 Section 7.7 Indemnification. 44 Section 7.8 Liability of the General Partner. 46 Section 7.9 Other Matters Concerning the General Partner. 47 Section 7.10 Title to Partnership Assets. 47 Section 7.11 Reliance by Third Parties. 48 ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 48 Section 8.1 Limitation of Liability. 48 Section 8.2 Management of Business. 48 Section 8.3 Outside Activities of Limited Partners. 48 Section 8.4 Return of Capital. 49 Section 8.5 Rights of Limited Partners Relating to the Partnership. 49 Section 8.6 Redemption Rights. 50 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS 52 Section 9.1 Records and Accounting. 52 Section 9.2 Fiscal Year. 53 Section 9.3 Reports. 53 Section 9.4 Nondisclosure of Certain Information. 53 ARTICLE 10 TAX MATTERS 53 Section 10.1 Preparation of Tax Returns. 53 Section 10.2 Tax Elections. 54 Section 10.3 Tax Matters Partner. 54 Section 10.4 Organizational Expenses. 55 Section 10.5 Withholding. 56 ARTICLE 11 TRANSFERS AND WITHDRAWALS 56 Section 11.1 Transfer. 56 Section 11.2 Transfer of the Partnership Interest of the General Partner and the Special Limited Partner. 57 Section 11.3 Limited Partners’ Rights to Transfer. 58 Section 11.4 Substituted Limited Partners. 59 Section 11.5 Assignees. 60 Section 11.6 General Provisions. 61 Section 11.7 Put Right of General Partner. 63 ARTICLE 12 ADMISSION OF PARTNERS 63 Section 12.1 Admission of Successor General Partner. 63 Section 12.2 Admission of Additional Limited Partners. 63 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership. 64 ARTICLE 13 DISSOLUTION AND LIQUIDATION 64 Section 13.1 Dissolution. 64 Section 13.2 Winding Up. 65 Section 13.3 Capital Contribution Obligation. 66 Section 13.4 Compliance with Timing Requirements of Regulations. 66 Section 13.5 Deemed Distribution and Recontribution. 66 Section 13.6 Rights of Limited Partners. 67 Section 13.7 Notice of Dissolution. 67 Section 13.8 Cancellation of Certificate of Limited Partnership. 67 Section 13.9 Reasonable Time for Winding-Up. 67 Section 13.10 Waiver of Partition. 68 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 68 Section 14.1 Amendments. 68 Section 14.2 Action by the Partners. 68 ARTICLE 15 GENERAL PROVISIONS 69 Section 15.1 Addresses and Notice. 69 Section 15.2 Titles and Captions. 69 Section 15.3 Pronouns and Plurals. 69 Section 15.4 Further Action. 69 Section 15.5 Binding Effect. 70 Section 15.6 Creditors. 70 Section 15.7 Waiver. 70 Section 15.8 Counterparts. 70 Section 15.9 Applicable Law. 70 Section 15.10 Invalidity of Provisions. 70 Section 15.11 Entire Agreement. 70 Section 15.12 No Rights as Stockholders. 70 ARTICLE 16 CLASS B XXXXX 00 Xxxxxxx 00.0 Designation and Number. 71 Section 16.2 Special Provisions 72 Section 16.3 Voting. 73 Section 16.4 Conversion of Class B Units. 74 Section 16.5 Profits Interests. 76
Appears in 1 contract
Samples: NexPoint Hospitality Trust, Inc.
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III XXXXXX VALIDUS OPERATING PARTNERSHIPPARTNERSHIP II, L.P. LP No. _______________ _________ UNITS Steadfast Apartment Xxxxxx Validus Mission Critical REIT IIIII, Inc., as the General Partner of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P.LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________May 7, 201____2014, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 0000 Xxxx Xxx Xxxxxx XxxxxxXxxxx Xxxx., Suite 500Xxxxx 000, IrvineXxxxx, California 92612Xxxxxxx 33607), represent _______ [Class A][Class R][Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 20 Section 2.1 Organization. 20 Section 2.2 Name. 20 Section 2.3 Registered Office and Agent; Principal Office. 20 Section 2.4 Power of Attorney. 20 Section 2.5 Term. 21 ARTICLE 3 PURPOSE 22 Section 3.1 Purpose and Business. 22 Section 3.2 Powers. 22 Section 3.3 Partnership only for Purposes Specified. 22 Section 3.4 Representations and Warranties by the Parties. 23 Section 3.5 Certain ERISA Matters. 25 ARTICLE 4 CAPITAL CONTRIBUTIONS 25 Section 4.1 Capital Contributions of the Partners. 25 Section 4.2 Classes of Partnership Units. 25 Section 4.3 Loans by Third Parties. 25 Section 4.4 Additional Funding and Capital Contributions. 26 Section 4.5 Other Contribution Provisions. 27 Section 4.6 No Preemptive Rights. 28 Section 4.7 No Interest; No Return. 28 Section 4.8 Profits Interest of Special Limited Partner. 28 Section 4.9 Special Fees. 28 ARTICLE 5 DISTRIBUTIONS 29 Section 5.1 Distributions. 29 Section 5.2 Qualification as a REIT. 33 Section 5.3 Withholding. 33 Section 5.4 Additional Partnership Interests. 34 ARTICLE 6 ALLOCATIONS 34 ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS 34 Section 7.1 Management. 34 Section 7.2 Certificate of Limited Partnership. 38 Section 7.3 Restrictions on General Partner’s Authority. 39 Section 7.4 Reimbursement of the General Partner. 40 Section 7.5 Outside Activities of the General Partner. 42 Section 7.6 Contracts with Affiliates. 43 Section 7.7 Indemnification. 44 Section 7.8 Liability of the General Partner. 46 Section 7.9 Other Matters Concerning the General Partner. 47 Section 7.10 Title to Partnership Assets. 47 Section 7.11 Reliance by Third Parties. 48 ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 48 Section 8.1 Limitation of Liability. 48 Section 8.2 Management of Business. 48 Section 8.3 Outside Activities of Limited Partners. 48 Section 8.4 Return of Capital. 49 Section 8.5 Rights of Limited Partners Relating to the Partnership. 49 Section 8.6 Redemption Rights. 50 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS 52 Section 9.1 Records and Accounting. 52 Section 9.2 Fiscal Year. 53 Section 9.3 Reports. 53 Section 9.4 Nondisclosure of Certain Information. 53 ARTICLE 10 TAX MATTERS 53 Section 10.1 Preparation of Tax Returns. 53 Section 10.2 Tax Elections. 54 Section 10.3 Tax Matters Partner. 54 Section 10.4 Organizational Expenses. 55 Section 10.5 Withholding. 56 ARTICLE 11 TRANSFERS AND WITHDRAWALS 56 Section 11.1 Transfer. 56 Section 11.2 Transfer of the Partnership Interest of the General Partner and the Special Limited Partner. 57 Section 11.3 Limited Partners’ Rights to Transfer. 58 Section 11.4 Substituted Limited Partners. 59 Section 11.5 Assignees. 60 Section 11.6 General Provisions. 61 Section 11.7 Put Right of General Partner. 63 ARTICLE 12 ADMISSION OF PARTNERS 63 Section 12.1 Admission of Successor General Partner. 63 Section 12.2 Admission of Additional Limited Partners. 63 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership. 64 ARTICLE 13 DISSOLUTION AND LIQUIDATION 64 Section 13.1 Dissolution. 64 Section 13.2 Winding Up. 65 Section 13.3 Capital Contribution Obligation. 66 Section 13.4 Compliance with Timing Requirements of Regulations. 66 Section 13.5 Deemed Distribution and Recontribution. 67 Section 13.6 Rights of Limited Partners. 67 Section 13.7 Notice of Dissolution. 67 Section 13.8 Cancellation of Certificate of Limited Partnership. 67 Section 13.9 Reasonable Time for Winding-Up. 67 Section 13.10 Waiver of Partition. 68 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 68 Section 14.1 Amendments. 68 Section 14.2 Action by the Partners. 68 ARTICLE 15 GENERAL PROVISIONS 69 Section 15.1 Addresses and Notice. 69 Section 15.2 Titles and Captions. 69 Section 15.3 Pronouns and Plurals. 69 Section 15.4 Further Action. 69 Section 15.5 Binding Effect. 70 Section 15.6 Creditors. 70 Section 15.7 Waiver. 70 Section 15.8 Counterparts. 70 Section 15.9 Applicable Law. 70 Section 15.10 Invalidity of Provisions. 70 Section 15.11 Entire Agreement. 70 Section 15.12 No Rights as Stockholders. 70 ARTICLE 16 CLASS B XXXXX 00 Xxxxxxx 00.0 Designation and Number. 71 Section 16.2 Special Provisions. 72 Section 16.3 Voting. 73 Section 16.4 Conversion of Class B Units. 74 Section 16.5 Profits Interests. 76
Appears in 1 contract
Samples: Agreement (Carter Validus Mission Critical REIT II, Inc.)
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Income or Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class I] [Class T2] [Class T] OP Units in Steadfast Apartment REIT III Xxxx Realty Operating Partnership, L.P. LP in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Xxxx Realty Operating Partnership, L.P. LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class A] [Class I] [Class T2] [Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS TI][CLASS T][CLASS T2] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III XXXX REALTY OPERATING PARTNERSHIP, L.P. LP No. _______________ _________ UNITS Steadfast Apartment REIT IIIXxxx Realty Trust, Inc., as the General Partner of Steadfast Apartment REIT III Xxxx Realty Operating Partnership, L.P.LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________September 30, 201____2020, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx Xxxxxx0000 Xxxx Xxxxxxx Xxxx., Suite 500650, IrvineTampa, California 92612Florida 33609), represent _______ [Class A][Class R][Class I] [Class T2] [Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 13 Section 2.1 Organization. 13 Section 2.2 Name. 13 Section 2.3 Registered Office and Agent; Principal Office. 13 Section 2.4 Power of Attorney. 13 Section 2.5 Term. 14 ARTICLE 3 PURPOSE 14 Section 3.1 Purpose and Business. 14 Section 3.2 Powers. 14
Appears in 1 contract
Samples: Sila Realty Trust, Inc.
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class TC] OP Units in Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class TC] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS TC] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III XXXXXX VALIDUS OPERATING PARTNERSHIPPARTNERSHIP II, L.P. LP No. _______________ _________ UNITS Steadfast Apartment Xxxxxx Validus Mission Critical REIT IIIII, Inc., as the General Partner of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P.LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________[ ], 201____2014, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 0000 Xxxx Xxx Xxxxxx XxxxxxXxxxx Xxxx., Suite 500Xxxxx 000, IrvineXxxxx, California 92612Xxxxxxx 33607), represent _______ [Class A][Class R][Class TC] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE 2 ORGANIZATIONAL MATTERS 19 Section 2.1 Organization 19 Section 2.2 Name 20 Section 2.3 Registered Office and Agent; Principal Office 20 Section 2.4 Power of Attorney 20 Section 2.5 Term 21 ARTICLE 3 PURPOSE 21 Section 3.1 Purpose and Business 21 Section 3.2 Powers 22 Section 3.3 Partnership only for Purposes Specified 22 Section 3.4 Representations and Warranties by the Parties 22 Section 3.5 Certain ERISA Matters 24 ARTICLE 4 CAPITAL CONTRIBUTIONS 25 Section 4.1 Capital Contributions of the Partners 25 Section 4.2 Classes of Partnership Units 25 Section 4.3 Loans by Third Parties 25 Section 4.4 Additional Funding and Capital Contributions 25 Section 4.5 Other Contribution Provisions 27 Section 4.6 No Preemptive Rights 27 Section 4.7 No Interest; No Return 27 Section 4.8 Profits Interest of Special Limited Partner 27 Section 4.9 Special Fees 28 ARTICLE 5 DISTRIBUTIONS 28 Section 5.1 Distributions 28 Section 5.2 Qualification as a REIT 33 Section 5.3 Withholding 33 Section 5.4 Additional Partnership Interests 33 ARTICLE 6 ALLOCATIONS 34 ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS 34 Section 7.1 Management 34 Section 7.2 Certificate of Limited Partnership 38 Section 7.3 Restrictions on General Partner’s Authority 38 Section 7.4 Reimbursement of the General Partner 40 Section 7.5 Outside Activities of the General Partner 41 Section 7.6 Contracts with Affiliates 42 Section 7.7 Indemnification 43 Section 7.8 Liability of the General Partner 45 Section 7.9 Other Matters Concerning the General Partner 46 Section 7.10 Title to Partnership Assets 47 Section 7.11 Reliance by Third Parties 47 ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 48 Section 8.1 Limitation of Liability 48 Section 8.2 Management of Business 48 Section 8.3 Outside Activities of Limited Partners 48 Section 8.4 Return of Capital 48 Section 8.5 Rights of Limited Partners Relating to the Partnership 49 Section 8.6 Redemption Rights 49 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS 52 Section 9.1 Records and Accounting 52 Section 9.2 Fiscal Year 52 Section 9.3 Reports 52 Section 9.4 Nondisclosure of Certain Information 53 ARTICLE 10 TAX MATTERS 53 Section 10.1 Preparation of Tax Returns 53 Section 10.2 Tax Elections 53 Section 10.3 Tax Matters Partner 54 Section 10.4 Organizational Expenses 55 Section 10.5 Withholding 55 ARTICLE 11 TRANSFERS AND WITHDRAWALS 56 Section 11.1 Transfer 56 Section 11.2 Transfer of the Partnership Interest of the General Partner and the Special Limited Partner 56 Section 11.3 Limited Partners’ Rights to Transfer 58 Section 11.4 Substituted Limited Partners 59 Section 11.5 Assignees 60 Section 11.6 General Provisions 60 Section 11.7 Put Right of General Partner 62 ARTICLE 12 ADMISSION OF PARTNERS 63 Section 12.1 Admission of Successor General Partner 63 Section 12.2 Admission of Additional Limited Partners 63 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership 64 ARTICLE 13 DISSOLUTION AND LIQUIDATION 64 Section 13.1 Dissolution 64 Section 13.2 Winding Up 65 Section 13.3 Capital Contribution Obligation 66 Section 13.4 Compliance with Timing Requirements of Regulations 66 Section 13.5 Deemed Distribution and Recontribution 66 Section 13.6 Rights of Limited Partners 67 Section 13.7 Notice of Dissolution 67 Section 13.8 Cancellation of Certificate of Limited Partnership 67 Section 13.9 Reasonable Time for Winding-Up 67 Section 13.10 Waiver of Partition 67 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 67 Section 14.1 Amendments 67 Section 14.2 Action by the Partners 68 ARTICLE 15 GENERAL PROVISIONS 69 Section 15.1 Addresses and Notice 69 Section 15.2 Titles and Captions 69 Section 15.3 Pronouns and Plurals 69 Section 15.4 Further Action 69 Section 15.5 Binding Effect 69 Section 15.6 Creditors 69 Section 15.7 Waiver 69 Section 15.8 Counterparts 70 Section 15.9 Applicable Law 70 Section 15.10 Invalidity of Provisions 70 Section 15.11 Entire Agreement 70 Section 15.12 No Rights as Stockholders 70 ARTICLE 16 CLASS B XXXXX 00 Xxxxxxx 00.0 Designation and Number 70 Section 16.2 Special Provisions 71 Section 16.3 Voting 72 Section 16.4 Conversion of Class B Xxxxx 00 Xxxxxxx 00.0 Profits Interests 75
Appears in 1 contract
Successor Partners. For purposes of this Exhibit B , a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Operating Partnership, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Operating Partnership, L.P. and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx Xxxxxxx) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT III, Inc., as the General Partner of Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________, 201____, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx Xxxxxx, Suite 500, Irvine, California 92612), represent _______ [Class A][Class R][Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.
Appears in 1 contract
Samples: Steadfast Apartment REIT III, Inc.
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class I] [Class T2] [Class T] OP Units in Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P. LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class A] [Class I] [Class T2] [Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx XxxxxxxStreet Address) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III XXXXXX VALIDUS OPERATING PARTNERSHIPPARTNERSHIP II, L.P. LP No. _______________ _________ UNITS Steadfast Apartment Xxxxxx Validus Mission Critical REIT IIIII, Inc., as the General Partner of Steadfast Apartment REIT III Xxxxxx Validus Operating PartnershipPartnership II, L.P.LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated ___________October 4, 201____2019, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx Xxxxxx0000 Xxxx Xxxxxxx Xxxx., Suite 500650, IrvineTampa, California 92612Florida 33609), represent _______ [Class A][Class R][Class I] [Class T2] [Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINED TERMS 2 Section 1.1 Definitions. 2 ARTICLE 2 ORGANIZATIONAL MATTERS 18 Section 2.1 Organization. 18 Section 2.2 Name. 18 Section 2.3 Registered Office and Agent; Principal Office. 18 Section 2.4 Power of Attorney. 18 Section 2.5 Term. 19 ARTICLE 3 PURPOSE 19 Section 3.1 Purpose and Business. 19 Section 3.2 Powers. 20 Section 3.3 Partnership only for Purposes Specified. 20 Section 3.4 Representations and Warranties by the Parties. 20 Section 3.5 Certain ERISA Matters. 22
Appears in 1 contract
Successor Partners. For purposes of this Exhibit B B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. 96 EXHIBIT C NOTICE [INTENTIONALLY OMITTED] 97 EXHIBIT D-1 Form of Lock-Up Agreement relating to Tower Realty Operating Partnership, L.P. See attached copy 98 EXHIBIT D-1 FORM OF REDEMPTION The undersigned hereby irrevocably (i) transfers LOCK-UP AGREEMENT , 1997 ------------- Tower Realty Operating Partnership, L.P. 120 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxar Sirs, Reference is made to the Contribution Agreement, dated ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Operating Partnership, L.P. in accordance with 1997 (the terms of "Contribution Agreement"), by and between the Amended undersigned and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Operating Partnership, L.P. and the rights of Redemption referred to therein, (ii) surrenders such Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx Xxxxxxx) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT III, Inc., as the General Partner of Steadfast Apartment REIT III Tower Realty Operating Partnership, L.P., a Delaware limited partnership (the “"Operating Partnership”"), hereby certifies that ____________________ is a Limited Partner of . Capitalized terms used but not otherwise defined in this letter agreement will have the Operating Partnership whose Partnership Interests therein, as meaning set forth in the Amended Contribution Agreement. In consideration of the execution and Restated exercise of the Contribution Agreement by the Operating Partnership, and for other good and valuable consideration, the receipt and sufficiency of Limited Partnership which is hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Operating Partnership dated ___________Partnership, 201____the undersigned will not directly or indirectly sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition at any time in the future) of any units of limited partnership interest (the "OP Units") in the Operating Partnership, or any securities convertible into or exercisable or exchangeable for OP Units, beneficially owned by the undersigned as of the date hereof, for a period of twenty-four (24) months after the date hereof. Prior to the expiration of such period, the undersigned will not publicly announce or disclose any intention to do anything after the expiration of such period which the undersigned is prohibited, as amended (provided in the “Partnership Agreement”)preceding sentence, under which from doing during such period. The undersigned agrees that the provisions of this agreement shall also be binding upon the successors, assigns, heirs and personal representatives of the undersigned. In furtherance of the foregoing, the Operating Partnership is existing (copies hereby authorized to decline to make any transfer of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx Xxxxxxsecurities if such transfer would constitute a violation or breach of this letter agreement. Very truly yours, Suite 500, Irvine, California 92612), represent _______ [Class A][Class R][Class TINVESTOR] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.By: ------------------------------ Name: Title:
Appears in 1 contract
Successor Partners. For purposes of this Exhibit B , a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. EXHIBIT C NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) transfers ____________ [Class A][Class R][Class T] OP Units in Steadfast Apartment REIT III Operating Partnership, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Steadfast Apartment REIT III Operating Partnership, L.P. and the rights of Redemption referred to therein, (ii) surrenders such [Class A][Class R][Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: __________________________________ Name of Partner: _________________________________________ (Signature of Partner) _________________________________________ (Xxxxxx Xxxxxxx) _________________________________________ (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: EXHIBIT D FORM OF [CLASS A][CLASS R][CLASS T] OP UNIT CERTIFICATE CERTIFICATE FOR OP UNITS OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. No. _______________ _________ UNITS Steadfast Apartment REIT III, Inc., as the General Partner of Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby certifies that ____________________ is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated [___________], 201____2015, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 00000 Xxx Xxxxxx Xxxxxx, Suite 500, Irvine, California 92612), represent _______ [Class A][Class R][Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION.
Appears in 1 contract
Samples: Steadfast Apartment REIT III, Inc.
