Limited Partnership Agreement Sample Contracts

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Starwood Real Estate Income Trust, Inc. – Limited Partnership Agreement of Starwood Reit Operating Partnership, L.P. A Delaware Limited Partnership (October 18th, 2017)

This Limited Partnership Agreement (this Agreement) is entered into as of [ ], 2017, between Starwood Real Estate Income Trust, Inc. a Maryland corporation, as general partner (the General Partner) and as a Limited Partner, Starwood REIT Special Limited Partner L.L.C., a Delaware limited liability company (the Special Limited Partner) and the Limited Partners party hereto from time to time.

Five Point Holdings, LLC – LIMITED PARTNERSHIP AGREEMENT OF FIVE POINT OPERATING COMPANY, LP a Delaware Limited Partnership (October 2nd, 2017)

THIS LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, the Agreement) of FIVE POINT OPERATING COMPANY, LP, dated as of October 1, 2017, is entered into by and among FIVE POINT HOLDINGS, LLC, a Delaware limited liability company (the Parent), FIVE POINT OPCO GP, LLC, a Delaware limited liability company (Five Point GP), LENFIVE OPCO GP, LLC, a Delaware limited liability company (LenFive GP), LENFIVE SUB OPCO GP, LLC, a Delaware limited liability company (LenFive Sub GP), and the other Partners (as defined below).

Moody National REIT II, Inc. – Third Amended and Restated Limited Partnership Agreement of Moody National Operating Partnership Ii, Lp (September 28th, 2017)

This Third Amended and Restated Limited Partnership Agreement (this "Agreement") is entered into this 27th day of September, 2017, between Moody National REIT II, Inc., a Maryland corporation, as the General Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.

RBC Covered Bond Guarantor Limited Partnership – Amended and Restated Limited Partnership Agreement (September 25th, 2017)

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of RBC Covered Bond Guarantor Limited Partnership (the "Partnership") was initially made on October 25, 2007 and most recently amended and restated as of September 8, 2017.

Griffin Capital Essential Asset REIT II, Inc. – Third Amended and Restated Limited Partnership Agreement Of (September 19th, 2017)

Griffin Capital Essential Asset Operating Partnership II, L.P. (the "Partnership") was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This Third Amended and Restated Limited Partnership Agreement ("Agreement") is entered into effective as of September 20, 2017, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the "General Partner"), the Original Limited Partner, and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Procaccianti Hotel Reit, Inc. – Limited Partnership Agreement Of (September 15th, 2017)

Whereas, the parties hereto wish to form a limited partnership (the "Partnership") pursuant to Chapter 17, Title 6 of the Delaware Code.

DuPont Fabros Technology LP – Second Amended and Restated Limited Partnership Agreement of Dupont Fabros Technology, L.P. (September 14th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as amended from time to time, this Agreement) of DuPont Fabros Technology, L.P. (the Partnership) is entered into as of September 14, 2017, by and between Penguins OP Sub 2, LLC, a Maryland limited liability company, as general partner (the General Partner), and Digital Realty Trust, L.P., a Maryland limited partnership (the Initial Limited Partner and together with the General Partner, the Partners).

Carlyle Group L.P. – Second Amended and Restated Limited Partnership Agreement of Carlyle Holdings I L.P. (September 13th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of Carlyle Holdings I L.P. (the Partnership) is made as of the 13th day of September, 2017, by and among Carlyle Holdings I GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Carlyle Group L.P. – Second Amended and Restated Limited Partnership Agreement of Carlyle Holdings Ii L.P. (September 13th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of Carlyle Holdings II L.P. (the Partnership) is made as of the 13th day of September, 2017, by and among Carlyle Holdings II GP L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Carlyle Group L.P. – SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS III L.P. Dated as of September 13, 2017 (September 13th, 2017)

This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of Carlyle Holdings III L.P. (the Partnership) is made as of the 13th day of September, 2017, by and among Carlyle Holdings III GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Dividend Capital Diversified Property Fund Inc. – Sixth Amended and Restated Limited Partnership Agreement of Black Creek Diversified Property Operating Partnership Lp a Delaware Limited Partnership September 1, 2017 (September 1st, 2017)
Pattern Energy Group Inc. – Amended and Restated Limited Partnership Agreement (August 14th, 2017)

PATTERN CANADA FINANCE COMPANY ULC, a corporation existing under the laws of the Province of Nova Scotia, along with its successors and permitted assigns

Starwood Real Estate Income Trust, Inc. – Limited Partnership Agreement of Starwood Reit Operating Partnership, L.P. A Delaware Limited Partnership (August 11th, 2017)

This Limited Partnership Agreement (this Agreement) is entered into as of [ ], 2017, between Starwood Real Estate Income Trust, Inc. a Maryland corporation, as general partner (the General Partner) and as a Limited Partner, Starwood REIT Special Limited Partner L.L.C., a Delaware limited liability company (the Special Limited Partner) and the Limited Partners party hereto from time to time.

Resource Innovation Office REIT, Inc. – SECOND AMENDED & RESTATED LIMITED PARTNERSHIP AGREEMENT OF RESOURCE IO OP, LP a DELAWARE LIMITED PARTNERSHIP August 1, 2017 (August 1st, 2017)

This Second Amended & Restated Limited Partnership Agreement (Agreement) of Resource IO OP, LP (f/k/a Resource Income & Opportunity REIT OP, LP) is entered into this 1st day of August, 2017 between Resource Income Opportunity REIT, Inc., a Maryland corporation (the General Partner), and the limited partners set forth on Exhibit A attached hereto. This Agreement amends and restates in its entirety the Limited Partnership Agreement of RRE Innovation Office, LP, dated March 3, 2015, as amended and restated on October 1, 2015 and as further amended on March 23, 2016. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

NexPoint Residential Trust, Inc. – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT RESIDENTIAL TRUST OPERATING PARTNERSHIP, L.P. A Delaware Limited Partnership (August 1st, 2017)

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT RESIDENTIAL TRUST OPERATING PARTNERSHIP, L.P. (this "Agreement"), dated as of August 1, 2017, is entered into by and among NexPoint Residential Trust Operating Partnership GP, LLC, a Delaware limited liability company (the "General Partner"), and the Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).

Starwood Waypoint Residential Trust – Amendment to the Second Amended and Restated Limited Partnership Agreement of Colony Starwood Homes Partnership, L.P. (July 28th, 2017)

THIS AMENDMENT (this "Amendment") to the SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the "Agreement") of COLONY STARWOOD HOMES PARTNERSHIP, L.P. (the "Partnership") is made as of July 28, 2017 by and among Colony Starwood Homes GP, Inc., a Delaware corporation as general partner (the "General Partner"), and those Persons who have previously been admitted as limited partners of the Partnership.

SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EVERCORE LP Dated as of July 26, 2017 (July 28th, 2017)

This SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this Agreement) of Evercore LP (the Partnership) is made as of July 26, 2017, by and among Evercore Partners Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

JBG SMITH Properties – FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH PROPERTIES LP Dated as Of: July 17, 2017 (July 21st, 2017)

THIS FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF JBG SMITH Properties LP (this Agreement), dated as of July 17, 2017, is entered into by and among JBG SMITH Properties, a Maryland real estate investment trust (the General Partner), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.

Griffin Capital Essential Asset REIT II, Inc. – Third Amended and Restated Limited Partnership Agreement of Griffin Capital Essential Asset Operating Partnership Ii, L.P. (July 7th, 2017)

Griffin Capital Essential Asset Operating Partnership II, L.P. (the "Partnership") was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This Third Amended and Restated Limited Partnership Agreement ("Agreement") is entered into effective as of _______________, 2017, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the "General Partner"), the Original Limited Partner, and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

Pennymac Mortgage Invest Tr – Second Amendment to the Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P. (July 5th, 2017)

This Second Amendment (this Amendment) is made as of July 5, 2017 by and among PennyMac GP OP, Inc., a Delaware corporation, as the general partner (the General Partner) of PennyMac Operating Partnership, L.P., a Delaware limited partnership (the Partnership), and as attorney-in-fact for the Persons named on Exhibit A to the Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P., dated as of August 4, 2009, as amended (the Partnership Agreement), for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.

Logistics Property Trust Inc. – SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BCI IV OPERATING PARTNERSHIP LP a DELAWARE LIMITED PARTNERSHIP June 30, 2017 (July 3rd, 2017)
JBG SMITH Properties – Limited Partnership Agreement of Jbg Smith Properties Lp (June 21st, 2017)

THIS LIMITED PARTNERSHIP AGREEMENT OF JBG Smith Properties LP (this Agreement), dated as of [*], 2017, is entered into by and among JBG Smith Properties, a Maryland real estate investment trust (the General Partner), as the general partner of and a limited partner in the Partnership, and the General Partner, on behalf of and as attorney in fact for each of the persons and entities identified in the Partner Registry as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein.

Moody National REIT II, Inc. – Second Amended and Restated Limited Partnership Agreement of Moody National Operating Partnership Ii, Lp (June 13th, 2017)

This Second Amended and Restated Limited Partnership Agreement is entered into this 12th day of June, 2017, between Moody National REIT II, Inc., a Maryland corporation, as the General Partner, and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Article 1.

Carter Validus Mission Critical REIT II, Inc. – Form of Third Amendment to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP (June 6th, 2017)

In accordance with Section 4.4.C (Issuance of REIT Shares or Other Securities by the General Partner), Section 5.4 (Additional Partnership Interests), Section 7.1 (Management), including in particular clauses (21) (regarding the authority of the General Partner to issue additional Partnership Interests) and (23) (regarding the amendment and restatement of Exhibit A), and Section 7.3.D (regarding the General Partner's authority to unilaterally amend the Partnership Agreement in the circumstances set forth in such Section) of the Amended and Restated Limited Partnership Agreement, dated June 10, 2014, as amended by that First Amendment thereto, dated December 28, 2015 and that Second Amendment thereto, dated February 9, 2017 (the "Partnership Agreement"), of Carter Validus Operating Partnership II, LP, a Delaware limited partnership (the "Partnership"), the Partnership Agreement is hereby amended, effective ____________, 2017 (the "Effective Date"), by this Third Amendment (this "Third A

Mack Cali Realty L P – SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ROSELAND RESIDENTIAL, L.P. Dated as of March 10, 2017 (May 9th, 2017)
Apollo Global Management Llc C – THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VI, L.P. Dated as of March 7, 2017 (May 5th, 2017)
Apollo Global Management Llc C – FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS III, L.P. Dated March 7, 2017 (May 5th, 2017)
Apollo Global Management Llc C – FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS II, L.P. Dated as of March 7, 2017 (May 5th, 2017)

This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings II, L.P. (the "Partnership") is made as of March 7, 2017, by and among Apollo Principal Holdings II GP, LLC, a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management Llc C – Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal Holdings Xii, L.P. (May 5th, 2017)

This SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings XII, L.P. (the "Partnership") is made on the 7th day of March, 2017, by and among Apollo Principal Holdings XII GP, LLC, a limited liability company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management Llc C – THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VIII, L.P. Dated March 7, 2017 (May 5th, 2017)

This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of Apollo Principal Holdings VIII, L.P. (the "Partnership") is made on the 7th day of March, 2017, by and among Apollo Principal Holdings VIII GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management Llc C – FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS IV, L.P. Dated March 7, 2017 (May 5th, 2017)

This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings IV, L.P. (the "Partnership") is made on the 7th day of March, 2017, by and among Apollo Principal Holdings IV GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management Llc C – THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS V, L.P. Dated as of March 7, 2017 (May 5th, 2017)
Apollo Global Management Llc C – THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF AMH HOLDINGS (CAYMAN), L.P. Dated March 7, 2017 (May 5th, 2017)

This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of AMH Holdings (Cayman), L.P. (the "Partnership") is made on March 7, 2017, by and among AMH Holdings GP, Ltd., an exempted company incorporated under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management Llc C – THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS VII, L.P. Dated March 7, 2017 (May 5th, 2017)

This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this "Agreement") of Apollo Principal Holdings VII, L.P. (the "Partnership") is made on the 7th day of March, 2017, by and among Apollo Principal Holdings VII GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

Apollo Global Management Llc C – FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF APOLLO PRINCIPAL HOLDINGS I, L.P. Dated as of March 7, 2017 (May 5th, 2017)

This FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings I, L.P. (the "Partnership") is made as of March 7, 2017, by and among Apollo Principal Holdings I GP, LLC, a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.