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Exhibit
3.71
AGREEMENT OF LIMITED
PARTNERSHIP
OF
SOUTHWEST STAINLESS,
L.P.
This Agreement of Limited
Partnership of Southwest Stainless, L.P., a Delaware Limited
Partnership (this “Agreement”), is entered into by and
among Z&L Acquisition Corp., a Delaware corporation, as general
partner (the “General Partner”), and Z&L
Acquisition Corp. of Delaware, Inc., a Delaware corporation, as
limited partner (the “Limited Partner”). The General
Partner and the Limited Partner are referred to collectively as the
“Partners”, and the terms “General Partner”
and “Limited Partner” shall refer also to additional
general partners and limited partners, respectively, as may become
parties to this Agreement.
The General Partner and the
Limited Partner hereby form a limited partnership pursuant to and
in accordance with the Delaware Revised Uniform Limited Partnership
Act, as amended from time to time (the “Act”), and
hereby agree as follows:
1. Name . The name of
the limited partnership formed hereby is Southwest Stainless, L.P.
(the “Partnership”).
2. Purpose . The
Partnership is formed for the object and purpose of engaging in any
lawful act or activity for which limited partnerships may be formed
under the laws of Delaware.
3. Registered Office .
The registered office of the Partnership in the State of Delaware
is 1201 Market Street, Suite 1700, Wilmington, County of New
Castle, Delaware 19801.
4. Registered Agent .
The registered agent of the Partnership at the address of the
registered office is Delaware Incorporators & Registration
Service, Inc.
5. Partners . The
names and mailing addresses of the General Partner and the Limited
Partner are as follows:
General
Partner
Z&L Acquisition
Corp.
1403 Foulk Road
Suite 102
Wilmington, Delaware
19803
Limited
Partner
Z&L Acquisition Corp. of
Delaware, Inc.
1403 Foulk Road
Suite 102
Wilmington, Delaware
19803
6. Powers . The powers
of the General Partner include all powers, statutory and otherwise,
possessed by general partners under the laws of the State of
Delaware.
7. Dissolution .
Partnership shall dissolve, and its affairs shall be wound up, on
May 5, 2026 or at such earlier time as (a) all of the partners of
the Partnership approve in writing, (b) an event of withdrawal of a
general partner has occurred under the Act, or (c) an entry of a
decree of judicial dissolution has occurred under Section 17-802 of
the Act; provided, however, the Partnership shall not be dissolved
or required to be wound up upon an event of withdrawal of a general
partner described in Section 7(b) hereof if (i) at` the time of
such event of withdrawal, there is at least one (1) other general
partner of the Partnership who carries on the business of the
Partnership (any remaining general partner being hereby authorized
to carry on the business of the Partnership), or (ii) within ninety
(90) days after the occurrence of such event of withdrawal, all
remaining partners agree in writing to continue the business of the
Partnership and to the appointment, effective as of the event of
withdrawal, of one (1) or more additional general partners of the
Partnership.
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8. Capital
Contributions . On or before May 31, 1996, the Partners of the
Partnership shall contribute cash and property to the Partnership
in the amounts and of the type set forth across from each such
partner’s name below:
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Cash/Property
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Partner: |
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Z&L Acquisition Corp.
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All cash
and property as identified in Schedule A |
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| Limited
Partner: |
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Z&L Acquisition Corp. of Delaware,
Inc.
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All cash
and property as identified in Schedule B |
9. Additional
Contributions . No partner of the Partnership is required to
make any additional capital contribution to the
Partnership.
10. Allocation of Profits
and Losses and Distributions . The Partnership’s profits
and losses shall be allocated and all distributions made to the
Partners of the Partnership based upon the percentage set forth
across from each partner’s name below:
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General Partner:
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Z&L Acquisition Corp.
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1
percent |
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Limited Partner:
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Z&L Acquisition Corp. of Delaware,
Inc.
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99
percent |
The Limited Partnership many
issue certificates evidencing each Partner’s ownership
interest in the Limited Partnership The total capital of the
limited partnership shall be represented by 100 limited partnership
unfits (“Units”). The Units represented on such
certificates shall be proportionate to the relative percentages of
profits and losses borne by the respective Partners.
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11. Assignments
.
(a) The Limited Partner may
assign all or any part of its interest in the Partnership and may
withdraw from the Partnership only with the consent of the General
Partner.
(b) The General Partner may
assign all or part of its partnership interest in the Partnership
and may withdraw from the Partnership without the consent of the
Limited Partner.
12. Withdrawal .
Except to the extent set forth in Section 11, no right is given to
any partner of the Partnership to withdraw from the
Partnership.
13. Admission of
Additional or Substitute Members .
(a) One (1) or more
additional or substitute limited partners of the Partnership may be
admitted to the Partnership only with the consent of the General
Partner.
(b) One (1) or more
additional or substitute general partners of the Partnership may be
admitted to tax Partnership only with the consent of the General
Partner or, in the event of more than one (1) general partner; only
with the co
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