The Partnership Agreement. The Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), dated as of January 18, 2005, among Arbor Realty GPOP, Inc., a Delaware corporation, Arbor Realty LPOP, Inc., a Delaware corporation, the Manager and the Company, has been duly and validly authorized, executed and delivered by the Company (through its direct subsidiaries) and is a valid and binding agreement, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
The Partnership Agreement. The Agreement of Limited Partnership of the Partnership, as further amended and/or restated (the “Partnership Agreement”), has been duly and validly authorized, executed and delivered by or on behalf of each of the partners of the Partnership and constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.
The Partnership Agreement. The Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”) has been duly and validly authorized, executed and delivered by the Company and is a valid and binding agreement, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. The Partnership Agreement has been duly executed and delivered by the other parties thereto and, to the Company’s knowledge, is a valid and binding agreement enforceable against such parties in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
The Partnership Agreement. The Partnership Agreement sets forth the powers and purposes of the Partnership and the respective rights and obligations of the General Partner and the Limited Partners. The following is only a summary of certain provisions of the Partnership Agreement, and does not purport to be a complete statement of the various rights and obligations set forth therein. A complete copy of the Partnership Agreement is set forth as Appendix A to this Memorandum, and Investors are urged to read the Partnership Agreement in its entirety and to review it with their counsel and advisors. Nature of Limited Partnership Interest The Investors will acquire their interests in the Partnership in the form of Units. For each Unit purchased, a cash payment of $11,163 is required. The entire Unit purchase price is due in cash upon subscription; however, certain qualified Investors may finance a portion of the purchase price through either individually borrowed funds or through Limited Partner Loans. See "Terms of the Offering - Limited Partner Loans." No Limited Partner will have any liability for the debts and obligations of the Partnership by reason of being a Limited Partner except to the extent of (i) his Capital Contribution and liability under a Limited Partner Loan, if any; (ii) his proportionate share of the undistributed profits of the Partnership; and (iii) the amount of certain Distributions received from the Partnership as provided by the Act. See "Risk Factors - Other Investment Risks - Limited Partners' Obligation to Return Certain Distributions." See also form of Opinion of Counsel, attached hereto as Appendix C. Profits, Losses and Distributions The following is a Summary of certain provisions of the Partnership Agreement relating to the allocation and distribution of the Profits, Losses, Partnership Cash Flow, Partnership Refinancing Proceeds, Partnership Sales Proceeds, and cash upon dissolution of the Partnership. Because an understanding of the defined financial terms is essential to an evaluation of the information presented below, Investors should carefully review the definitions of the terms appearing in the Glossary.
The Partnership Agreement. The Partnership Agreement has been duly authorized, validly executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against them in accordance with its terms, subject to the Enforceability Exceptions.
The Partnership Agreement. The limited partnership agreement of the Operating Partnership (as so amended and amended and restated, the “Partnership Agreement”) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, constitutes a legal, valid and binding obligation of the Company and the Subsidiaries, to the extent a party thereto, enforceable against the Company and the Subsidiaries, to the extent a party thereto, in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles or by the ability of any person to receive the remedies of injunctive relief, specific performance, liquidated damages or any similar remedies in any proceeding.
The Partnership Agreement. After the approval of the project and before the start of any EVS activity within the project, a detailed Partnership agreement has to be signed by the organisations and by the volunteers involved in the respective service (EVS activities). The Partnership Agreement lays down the tasks, working hours and practical arrangements as well as the expected learning process and learning objectives of the volunteers. It contains information necessary for crisis prevention/management. It attributes clear responsibilities to the sending, host and coordinating organisations and contains the corresponding division of the grant. In case of doubt, the criteria and rules of EVS, as stipulated in the Programme Guide valid for the year in which the project has been granted, prevail over arrangements in the Partnership agreement. The general principles, definition of roles of EVS project partners and the main quality standards of EVS are laid down in the EVS Charter (cf Programme Guide for the concerned year). This Partnership Agreement is binding on all partner organisations and the volunteer involved in the service. In case of substantial modifications, an amendment to the initial agreement has to be signed. The Partnership agreement is a key element to ensure a solid partnership among the undersigned for a specific EVS service. The project partners display a joint commitment and agree on a clear division of responsibilities. All partners have the right to terminate the EVS project at any time if the other partners do not respect the present Partnership Agreement. The partners agree on the principle that the granting NA should be included as soon as possible in the decision-making process in such a case. Coordinating organisation COLECTIVO XXXXXX XX n°:2013-ES-147 Name: Asociacion Sociocultural XXXXXX - Colectivo para la dinamización integral del territorio Address: C/ Arquitecto Xxxxxx nº 34 Bajo – 23007 – Jaén - SPAIN Represented by: XXXX XXXX XXXXXXX Position/function: President E-mail address: xxxxxxxxxxx@xxxxxxxxxxxxxxx.xx Sending Organisation EI n°: Name: Address: Represented by: Position/function: E-mail address: Hosting organisation EI n°: 2013-ES-147 Name: Asociación Sociocultural XXXXXX - Colectivo para la dinamización integral del territorio Address: C/ Arquitecto Xxxxxx nº 34 Bajo – 23007 – Jaén - SPAIN Represented by: XXXX XXXX XXXXXXX Position/function: Chairperson E-mail address: xxxxxxxxxxx@xxxxxxxxxxxxxxx.xx Volunteer Name: Date of birth: Address: E-mail ...
The Partnership Agreement. On 12 February 2018, Jingji Capital, a wholly-owned subsidiary of the Company, entered into the Partnership Agreement with Shougang Fund, Caofeidian Financial Development and China Merchants Assets Management for the establishment of the Partnership. Shougang Fund is principally engaged in investment, management and advisory of non-securities businesses. Shougang Group, through its subsidiaries (including Shougang Fund), is interested in approximately 65.5% of the total number of Shares in issue as at the date of this announcement and is a substantial shareholder and a connected person of the Company. Shougang Fund through its wholly- owned subsidiary is also interested in 10% of the total number of Shares in issue and is also a substantial shareholder and a connected person of the Company. Caofeidian Financial Development in principally engaged in the businesses of equity investment, investment consulting and enterprises management, and China Merchants Assets Management is a securities asset management company. Each of Caofeidian Financial Development and China Merchants Assets Management is independent of and not connected with the Company and its connected persons. Establishment of the Partnership Under the terms of the Partnership Agreement, the parties have agreed to establish the Partnership for a term of eight years. The Partnership will engage in equity investments and other investments as permitted by law with a focus on investing in infrastructure development projects and related services in the Development Zone, and in industries relocating from Beijing in sectors encouraged by the PRC government and in line with the investment requirements of Shougang Fund. Capital contribution to the Partnership The total capital contribution to the Partnership will be RMB1,000 million and will be contributed by the parties in the following manner: Amount to be contributed Percentage interest in the Partnership Nature of holding RMB Jingji Capital 10,000,000 1% general partner Shougang Fund 290,000,000 29% limited partner Caofeidian Financial Development 200,000,000 20% limited partner China Merchants Assets Management 500,000,000 50% limited partner Total 1,000,000,000 100% Jingji Capital will have the sole right to determine the introduction of new investors to the Partnership within 24 months from the date of the first capital contribution to the Partnership. Management of the Partnership The general partner of the Partnership is Jingji Capital. Jingji Capi...
The Partnership Agreement. 7.1 This Agreement shall be read in conjunction with and deemed a graft onto The Partnership Agreement and an extension thereof and so that the provisions of The Partnership Agreement as to DEFINITIONS AND INTERPRETATION, PREVENTION AND RESOLUTION OF DISPUTES and MISCELLANEOUS in so far as they are compatible with the provisions hereof, appropriate and capable of application hereto shall apply to this agreement provided however that in the event of a conflict between the provisions hereof and of The Partnership Agreement the provisions of The Partnership Agreement shall apply until the Transfer Date and the provisions hereof shall apply after the Transfer Date.
The Partnership Agreement. On 15 December 2017, the Partners entered into the Partnership Agreement in relation to the establishment of the Limited Partnership. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Partners (apart from the Subsidiary) and their respective ultimate beneficial owners are independent of the Company and its connected persons. The principal terms of the Partnership Agreement in relation to the Limited Partnership are set out below.