General_Partnership_Agreement

1、Gen eral Part nership Agreeme nt of a Bus in essOwned by In dividualsARTICLES OF PARTNERSHIP OFAABCD ASSOCIATESARTICLES OF PARTNERSHIP ofA,A,A, andA, dated人，19人.RECITALThe parties hereto wish:(a)to en ter together into the bus in ess of purchas ing, acquiri ng, operat in g, leas ing, owningand selli

2、ng real property, including but not limited to that certain parcel of land described on Exhibit A heretoand all improveme nts con structed there on and(b)in order to provide for and carry out the forego ing, to form and do bus in ess as a gen eralpart nership un der and pursua nt to Illi nois law.NO

3、W THEREFORE, in consideration of the premises and the mutual covenants and agreeme nts setforth here in, the parties agree as follows:Defin iti onsAs used in this Agreement the terms listed below will have the meanings stated below, and otherterms defined elsewhere will have the meanings there ascri

4、bed to them:Agreeme nt or this Agreeme nt: these Articles of Part nership.Ba nkruptcy: with respect to any Pers on, shall mean that such Pers on shall have become in solvent or gen erally failed to pay, or admitted in writi ng his or its in ability to pay, debts as they become due; orshall have appl

5、ied for, consen ted to, or acquiesced in the appo in tme nt of, a trustee, receiver or othercustodia n for such Pers on or any property of such Pers on, or such Person makes a gen eral assig nment forthe ben efit of creditors; or, i n the abse nce of such applicati on, consent or acquiesce nce, a tr

6、ustee, receiveror other custodia n is appo in ted for such Person or for a substantial part of the property of such Person andis not discharged with sixty days; or any bankruptcy, reorganization, debt arrangement, or other caseorproceedingun der any ban kruptcy or in solve ncy law, orany dissoluti o

7、norliquidati on proceedi ng iscomme need in respect of such Pers on and if suchcase or proceedi ng is not comme need bysuch Pers on, it is consen ted to or acquiescedin by such Pers onor rema ins for sixty daysun dismissed; or such Pers on takes any actionto authorize, orinfurthera nce of, any of th

8、eforego ing.Part ner: each or any of the parties hereto and any other Pers on or en tity that may hereafterbecome a partner of this Partnership pursuant to the terms of this Agreement.Part nership: the gen eral part nership formed un der and pursua nt to this Agreeme nt.Pers on: a n atural pers on,

9、partn ership, corporati on, unin corporated associati on, trust, estate or2any other en tity.Retireme nt: the determ in ati on of a Part ner, of which no tice shall have bee n give n toall other Part ners, no Ion ger to con ti nue as a Part ner.Section 1NAMEThe name of the Partnership shall be AABCD

10、 Associates.Section 2PRINCIPAL PLACE OF BUSINESSThe Part nershipsprin cipal office and place of bus in ess (the Office ) shall beA,A,Illi nois.The Partnership shall have such other or additional offices as the Partners may from time to timedesignate in accordance with this Agreement.Section 3BUSINES

11、S AND PURPOSE3.1.The Part nerships bus in ess and purpose are to acquire, hold, man age, operate,develop, sell and lease real property or in terests there in (”Property ), i ncludi ng but not limitedto that certai n parcel of land and all improveme nts con structed there on described on Exhibit Aher

12、eto, and to en gage in any other bus in ess that the Part ners, act ing in accorda nce with Section 8 of thisAgreeme nt, shall determ ine.3.2.The Part nership shall have authority and power to en gage in any other activitiesn ecessary to con duct the bus in ess described in Section 3.1 in cludi ng,

13、by way of illustrati on andnot limitati on, arranging for and deliveri ng con tracts of sale, deeds, leases, deeds of trust, ground leases,mortgages, notes and other evidence of indebtedness, security agreements, and other security in strume nts;en teri ng into agreeme nts for the con struct ion, de

14、sig n and man ageme nt of improveme nts; and doing allthi ngs reas on ably in cide nt to the developme nt, man ageme nt, leas ing and sale of Property.Sectio n 4TERMThe Part nership shall comme nce on the date of this Agreeme nt and, uni ess sooner termin ated inaccorda nce with this Agreeme nt, sha

15、ll con ti nue un til the close of bus in ess onA, 19A.Sectio n 53CAPITAL CONTRIBUTIONS5.1.The initial capital contribution of each Partner to the Partnership shall be madewithinAdays following the date of this Agreement in the amount set forth below after his or her n ame:Amount of In itialCon tribu

16、ti on$A$A$A$A5.2.An in dividual capital acco unt shall be maintained for each Part ner and shall con sist of hisor her in itial capital con tributi on, in creased by (a) additi onal capital con tributi onsmade by him or her and (b) his or her share of Partn ership profits and gains, and decreased by

17、 (i) distributions of profits and capital to him or her and (ii) his or her share of Part nership losses, deducti ons and credits,and otherwise in accorda nee with gen erally accepted acco unting prin ciples.5.3.Except as specifically provided in this Agreement or by applicable law, no Partner shall

18、 havethe right to withdraw his or her contributions to the capital of the Partnership.Section 6PARTNERSHIP INTERESTSName of Part nerPart nership InterestAA%AA%AA%AA%Total100%6.2.All profits and losses, and all items of in come, gain, loss, deduct ion or credit, shall be sharedby the Partners in acco

19、rdance with their respective Partnership Interests.Sectio n 7DISTRIBUTION OF PROFITS7.1.The Net Cash From Operations (as defined in Section 7.2) of the Partnership shall beName of Part ner6.1. Eachshall be as follows:Partners interest in the Partnership (his or her PartnershipInterest )4distributed

20、to the Partners in accordance with their respective Partnership Interests atsuch regular time or times as the Partners acting in accordance with Section 8 shall determine; provided thatno distribution of Net Cash From Operations shall be made at any time when any In stallme nt of PurchasePrice (as d

21、efi ned in Section 19) shall be due and owing but un paid.7.2.As used in this Section 7, the term Net Cash From Operations means, with respect to anyperiod in time:7.2.1.The taxable in come of the Partn ership for federal in come tax purposes asshow n on the books of the Partn ership for such period

22、, in creased by:(a)the depreciati on and amortizati on deducti ons take n incomputi ngsuch taxable in come, and(b)any non-taxable in come or receipts of the Part nership for such period,reduced by:(i)payments made during such period of principal of anyin debted ness of the Partn ership for borrowed

23、mon ey, and(ii)such expenditures and reserves for capital improvementsor replaceme nts, repairs, other an ticipated expe nses and work ing capitaln eeds as the Part ners, act ing in accorda nce with Sectio n 8, shall deem reas onably n ecessary for the con duct of the bus in ess;plus:7.2.2.Any other

24、 funds (in cludi ng without limitati on amounts earlier set aside for reservesbut no Ion ger deemed n ecessary for such purpose) deemed available for the distribution by thePartners acting in accordance with Section 8.7.3.In addition to regular distributions made pursuant to Section 7.1, upon any sa

25、le,tran sfer or other dispositi on of any capital asset of the Part nership (here in after referred to as a Disposition), the proceeds of such Disposition net of selling or other expenses and the repayme nt of in debted nesssecured by the asset subject to the Dispositi on (the Net Proceeds )shall be

26、 retained by the Partnership or be distributed to the Partners in proportion to their respective Partnership In terests, all as the Part ners act ing in accorda nce with Sectio n 8shalldeterm ine.Section 8MANAGEMENT OF THE PARTNERSHIP8.1.Except as all of the Partners may otherwise agree in writing,

27、all actions and decisionsrespecting the management, operation and control of the Partnership and its bus in ess (in cludi ng withoutlimitati on all determ in ati ons referred to in this Agreeme nt) may betake n or made with (and shall not be take n or made except with) the consent and agreeme nt of

28、Part nershav ing aggregate Part nership In terests of not less tha nA%.582Each Part ner shall devote to the bus in ess of the Part nership so much of his orher time as shall in such Part ners sole judgme nt be reas on ably n ecessary for the efficie nt operati on of thebus in ess.8.3.Nothi ng contai

29、ned in this Agreeme nt shall be deemed to con stitute any Part ner the age ntof ano ther Part ner or to limit the Part ners in the carry ing on of their separate respective bus in ess activities.Without limiti ng the forego ing it is expressly recited that any Partner may en gage in and possess any

30、interest in any bus in ess or ven ture other tha n the bus in ess of the Partn ership, in depe nden tly or with otherpers ons, and whether or not directly or in directly in competiti on with the bus in ess of the Part nership,and n either the Part nership norany other Partner shall have any rights b

31、y virtue of this Agreement to any such independent bus in ess or thein come or profits derived therefrom.Section 9SALARIESUni ess otherwise agreed by the Part ners act ing in accorda nee with Section 8 of this Agreeme nt,no Part ner shall receive any salary or other compe nsati on (except for reimbu

32、rseme nt of reas on ableout-of-pocket expe nses in curred on the Part nerships behalf) for services ren dered to or for the Partnership.Section 10LEGAL TITLE TO PARTNERSHIP PROPERTYLegal title to the property of the Partnership shall be held in the name of ABCD Associates or insuch other name or man

33、ner as the Partners acting in accordance with Section 8 shall determ in e. It is contemplated that the Part ners may agree to have title to Part nership Property taken and held in their ownnames or in the names of trustees or nominees for the Partnership, but such manner of holding title shall besol

34、ely for the convenienceof thePartnership and all such property shall be treated as Partnership Property subject to the terms of thisAgreeme nt.Section 11BANKINGAll reve nues of the Partn ership shall be deposited regularly in Partn ership sav ings and check ingacco unts in the n ame of the Partn ers

35、hip at such bank or banks as shall be selected by the Part ners act ingin accorda nce with Secti on 8, and the sig natures of such Part ners as shall be determined in accordancewith Section 8 shall be designated to be honored for all banking purposes.Section 12BOOKS; FISCAL YEAR; AUDITSAccurate and

36、complete books of account shall be kept by the Partners and entries promptly madethere in of all of the tran sact ions of the Part nership, and such books of acco unt shall be ope n at all times tothe in spect ion and exam in ati on of the Partn ers. The fiscal year of the Partnership shall be the c

37、alendar6year. A compilation, review or audit of the financial affairs and position of the Partnership, as determined bythe Partners acting in accordanee with Section 8, shall be made as of the close of each fiscal year of the Partnership by in depe ndent public acco untants selected by the Part ners

38、 act ing in accorda nee with Section 8.Section 13TRANSFER OF PARTNERSHIP INTERESTAND PARTNERSHIP RIGHTSExcept as otherwise provided in Sections 14, 15 and 16 hereof, no Part ner (here in after referred toas the Offering Partner ) shall, during the term of the Partnership, sell, hypothecate, pledge,

39、assig n orotherwise tran sfer with or without con siderati on (here in after collectively referred to as a Transfer ) anypart or all of his or her Partnership Interest to any other pers on (a Tran sferee ), without first offeri ng (herein after referred to as the Offer ) that porti on of his or her

40、Part nership In terest subject to the con templatedtran sfer (here in after referred to as the Offered Interest ) first to the Partnership and then to the otherPartners, at a purchase price (here in after referred to as the Tran sfer Purchase Price ) and in a manner asfollows:13.1.The Tran sfer Purc

41、hase Price shall be the Appraised Value (as defi ned in Section 18.1).13.1.1. The Offer shall be made by the Offeri ng Part ner first to the Partn ershipby writte n no tice (here in after referred to as the Offeri ng Notice ). Within twenty days(here in after referred to as the Part nership Offer Pe

42、riod ) after receipt by the Partnership of theOffering Notice, the Partnership shall notify the Offering Partner in writ ing (here in after referred to asthe Part nership Notice ), whether or not the Partnership shall accept the Offer and shall purchaseall but not less than all of the Offered In ter

43、est. If the Part nership accepts the Offer to purchase theOffered In terest,the Partnership Notice shall fix a closing date not more than twenty-five days (here in after referred toas thePart nership Clos ing Date ) after the expirati on of thePart nership Offer Period.13.1.2. If the Part nership de

44、cides not to accept the Offer, the Offeri ng Part ner or the Partnership, at his or her or its electi on, shall, by writte n no tice (here in after referredto as the Remai ning Part ner Notice ) give n within the period (here in after referred to as the Partner Offer Period ) ending ten days after t

45、he expiration of the Partnership Offer Period, make theOffer of the Offered In terest to the other Part ners, each of whom shall then have a period oftwenty-five days (the Partner Acceptanee Period ) after the expiration of the Partner Offer Periodwithin which to notify in writing the Offering Partn

46、er whether or not he or she intends to purchase allbut not less than all of the7Offered Interest. If two or more Partners of the Partnership wish to accept the Offer to purchase theOffered In terest, the n, in the abse nee of an agreeme nt otherwise betwee n them, such Partnersshall have the right t

47、o purchase the Offered Interest in the proporti on which their respective Partnership In terests bear to the Part nership In terests of all of the Partners who wish to accept the Offer.If the other Partners intend to accept the Offer and to purchase the Offered Interest, the written noticerequired t

48、o be given by them shall fix a closing date not more than twenty-five days after theexpiration of the Part ner Accepta nee Period (here in after referred to as the Part nerClos ing Date).13.2.The aggregate dollar amount of the Tran sfer Purchase Price shall be payable incash on the Partnership Closi

49、ng Date or on the Partner Closing Date, as the case may be, uni ess the Partnership or the purchas ing Part ners shall elect prior to or on the Part nership Closing Date or the PartnerClosing Date, as the case may be, to purchase such Offered In terest in in stallme nts pursua nt to the provisions o

50、f Secti on 19 hereof.13.3.If the Partnership or the other Partners do not accept the Offer or, if the Offer is accepted bythe Partnership or the other Partners and the Partnership or the other Partners fail to purchase all of theOffered Interest at the Transfer Purchase Price within the time and in

51、the manner specified in this Sect ion 13,the n the Offer ing Part ner shall be free, for a period (here in after referred to as the Free Tran sfer Period )of sixty days from the occurre nee of such failure, to transfer the Offered Interest to a Transferee; subject onlyto any additional restricti ons

52、 on such Tran sfer that may be imposed by this Agreeme nt or any otheragreeme nt.Any such Tran sferee, upon acquir ing the Offered In terest, shall automatically be bound by the terms of thisAgreeme nt and shall be required to join in, execute, ack no wledge, seal and deliver a copy of this Agreemen

53、t as a result of which he shall become an additi onal party hereto. If the Offeri ng Part ner shall not tra nsferthe Offered In terest withi n the Free Tran sfer Period, his right to transfer the Offered Interest free of theforegoing restrictions shall thereupon cease and termi nate.Part nership or

54、cause the Part nership to be wound up, but, in stead, Partn ershipshall be continued as though such Tran sfer had not occurred.Sectio n 14PURCHASE ON DEATH14.1.Upon the death of any Part ner (here in after referred to as the Decede nt ) the Partn ershipshall n either be term in ated nor wound up but

55、, in stead, the bus in ess of the Partnership shall be continuedas if such death had not occurred. Each Partner shall have the right by testame ntary dispositi on to bequeathall or any porti on of his or her Part nership In terest in the Partnership to a member of his or her immediatefamily (as defi

56、ned in Section 21) or to any trust in which any one or more members of his or her immediatefamily (as defined in Section 21) retain the full ben eficial in terest; provided that in the case of any suchbequest, the legatee or legatees shall hold the Partnership Interest received as a result of such b

57、equestsubject to the terms of this Agreement and shall be required to join in and execute, ack no wledge, seal anddeliver a copy of this Agreeme nt as an additi onal Partner party hereto.(a)all or any porti on of the Part nership In terest owned by a Decede nt at the time of13.4.No transfer made pur

58、suant to this Section 13 shall dissolveor term in atethethe bus in ess of the8his or her death shall not be bequeathed by testamentary disposition or shall be bequeathed to oneor more persons other than persons to whom such a bequest is permitted un der the forego ingprovisi ons of this Secti on 14.

59、1; or(b)all or any porti on of the Part nership In terest owned by a Decede nt at the time ofhis or her death shall be bequeathed by testamentary disposition to one or morepersons (collectively, the Heir ) to whom such a bequest is permittedunder theforego ing provisi ons of this Section 14.1, and (

60、i) the Heir shall no tify the Part nership in writi ng within six mon ths of the date of death of the Decede nt that the Heir desires to sell to the Part nership thesaid Part nership In terest so bequeathed to the Heir or (ii) theHeir shall die (here in after all or any porti on of the Part nership