LIMITED PARTNERSHIP
AGREEMENT
AGREEMENT
made as of November 25, 1997, by and between PB Acquisition
Corp. , a corporation having its principal place of business at
c/o National Income Realty Trust, 280 Park Avenue, East Building,
20 th
Floor, New York, New York (“
PB ”) and Ansonia LLC , a limited liability
company having an address c/o APA Management LLC, 137 East
36 th
Street, New York, New York 10016
(“ ALLC ”).
WHEREAS ,
PB and ALLC desire to form a limited partnership styled Ansonia
Apartments, LP. (the " Partnership ”) on the terms and
conditions hereinafter set forth.
NOW,
THEREFORE , in consideration of the mutual covenants herein
contained, the parties hereto hereby form a limited partnership
under the name of Ansonia Apartments, L.P. pursuant to the Delaware
Revised Uniform Limited Partnership Act, as amended from time to
time (the “ Law ”) upon the following terms and
conditions:
PARTNERS, TERMS, NAME,
PURPOSE
AND PLACE OF BUSINESS
1.1 Formation
of Partnership . The parties hereto agree to form the
Partnership under Section 17-201 of the Law, as such Law may
from time to time be amended, except to the extent any provision of
the Law is inconsistent with any provision herein. The Partnership
shall be a partnership only for the purposes specified in
Section 1.3 and shall not create or continue a partnership
between the parties with respect to any other activities
whatsoever.
1.2 Name .
The name of the Partnership shall be Ansonia Apartments, LP. The
business of the Partnership shall be conducted solely under such
name and title to all assets of the Partnership shall be held in
such name.
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1.3 Purposes of
the Partnership .
1.3.1
Purposes . The sole and only purposes of the Partnership
are:
(a) To
acquire, own, operate, manage, lease, mortgage, transfer, dispose
of and otherwise control interests in real estate and real estate
related assets; and
(b) To
enter into agreements, contracts and to engage in such other
activities as are consistent with the foregoing or further the
business of the Partnership as contemplated by this
Agreement.
1.4.1
Unless and until a substitute or additional general partner is
admitted to the Partnership in accordance with Article 7 or 8,
the general partner of the Partnership shall be PB (the holder of
the general partnership interest in the Partnership is sometimes
referred to herein as the “ General Partner
”).
1.4.2
Unless and until one or more substitute or additional limited
partners are admitted to the Partnership in accordance with
Article 7, the Limited Partner of the Partnership shall be
ALLC. (the “ Limited Partner ” and collectively,
the “ Limited Partners ”).
1.4.3
The General Partner and the Limited Partners are sometimes referred
to herein individually as a “ Partner ” or
collectively as the “ Partners .”
1.4.4
For purposes of this Agreement, the term “ Affiliate
” shall mean, when used with reference to a specified entity
or person (a “ Person ”), (i) another
Person who directly or indirectly controls, is controlled by or is
under common control with the specified Person, and (ii) any
Person who is an officer, general partner, limited liability
company manager or trustee of, or serves in a similar capacity with
respect to, the specified Person (but only to the extent such
Person is acting in that capacity with respect to the specified
Person). The ownership by a specified Person of more than 50% of
the equity of another Person shall make that Person and the
specified Person Affiliates. Ownership of 50% or less of the equity
of another Person shall not make that other Person an Affiliate
unless the specified Person also has actual control of such other
Person.
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1.5 Partnership
Filings . The General Partner shall execute and file all
documents required by the Law to be filed in connection with the
formation and continued existence of the Partnership and to
preserve and maintain the limited liability of the Limited
Partners. The Partnership shall also qualify to do business as a
foreign limited partnership in each state where such qualification
is required.
1.6 Place or
Business . The principal place of business of the Partnership
shall be 90 Gerrish Avenue, East Haven, Connecticut or at such
other location as may be selected by the General Partner from time
to time. The General Partner shall give notice to the Limited
Partners of any change in the location of the principal place of
business of the Partnership.
1.7 Term .
The Partnership shall commence upon the date on which the
Certificate of Limited Partnership (the “ Certificate
”) is filed in the office of the Secretary of State of the
State of Delaware in accordance with the Law and shall continue
until December 31, 2075 unless dissolved and liquidated at an
earlier date pursuant to the provisions of Article 8
hereof.
1.8 Registered
Agent . The name and address of the registered agent and the
office of the Partnership in the State of Delaware upon whom
process may be served is National Registered Agents, Inc., 9 East
Loockerman Street, Dover, Delaware 19901.
1.9 Liability
of the Partners .
1.9.1
The General Partner shall not be liable for the return of any
portion of the capital contribution of any Limited Partner, the
return of which shall be made solely from Partnership assets. The
General Partner shall not be liable to the Partnership or any
Limited Partner for any act or omission performed or omitted by it,
except if such act or omission was attributable to willful
misconduct or gross negligence.
1.9.2
Except as required by the Law, the Limited Partners shall not be
liable for the debts, liabilities, contracts or other obligations
of the Partnership. The Limited Partners shall be liable only to
make their capital contribution as herein specifically provided and
shall not be required, after their capital contribution shall have
been paid, to make any further capital contribution to the
Partnership, or to lend any funds to the Partnership or to repay to
the
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Partnership,
any Partner or any creditor of the Partnership any amount including
any negative balance in such Limited Partners’ Capital
Account.
CAPITAL CONTRIBUTIONS AND
PERCENTAGE INTERESTS
2.1 Interests
of Partner .
2.1.1
Subject to Articles 7 and 8 hereof, the respective interests of the
Partners (“ Percentage Interests ”) in the
Partnership shall be as set forth on Exhibit A attached hereto
opposite each Partner’s name.
2.1.2
If the Percentage Interests of any Partners are changed pursuant to
the terms of this Agreement during any calendar year, then the
amount of all items to be credited, charged, allocated or
distributed to such Partners for such entire calendar year in
accordance with Percentage Interests in the Partnership shall be
apportioned to the portion of such calendar year which precedes the
date of such change and to the portion of such calendar year which
occurs on and after the date of such change, in proportion to the
number of days in each such portion. The amounts of the items so
allocated to each such portion shall be credited, charged,
allocated or distributed to such Partners in proportion to their
Percentage Interests in the Partnership during each such portion of
the calendar year in question.
2.1.3
Except as shall be provided herein, the Partners shall not be
required to make any capital. contribution to the
Partnership.
2.2 Capital
Contributions .
2.2.1
The Partners have each contributed or are deemed to have
contributed to the capital of the Partnership concurrently with or
prior to the execution of this Agreement the amounts of cash set
forth on Exhibit A to this Agreement. After the date hereof,
cash shall be contributed to the capital of the Partnership by the
Partners in such amounts as they shall agree from time to time. It
is the present intention, but not the obligation, of the General
Partner to contribute a minimum of $10 million per year to the
Partnership during the first two (2) years of the Partnership.
All cash contributed or deemed contributed by a Partner is
hereinafter referred to as such Partner’s “ Capital
Contribution ”. For purposes of this Agreement, a
Partner’s
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“
Unreturned Capital Contribution ” means a
Partner’s Capital Contribution reduced by all amounts
distributed to such Partner pursuant to Section 4.2.2 or
Section 4.2.3 or pursuant to the next sentence. Any amount
paid by ALLC to PB pursuant to the Partnership Interest Agreement
between PB and ALLC made of even date herewith (the “
Contribution Agreement ”) shall be deemed a capital
contribution by ALLC to the Partnership and a return to PB of
capital previously contributed by it.
2.2.2
No Partner may withdraw any capital contribution from the
Partnership without the consent of all the other
Partners.
2.2.3
Except as otherwise provided herein, no Partner shall have the
right demand or receive property, other than cash, in return for a
capital contribution or have priority over another Partner, either
as to the return of capital contributions or as to profits, losses
or distributions, or as to compensation by way of
income.
2.2.4
Except as set forth herein, no Partner shall be entitled to
interest of any kind on its Capital Contribution.
2.3 Capital
Account . A capital account (“ Capital Account
”) has and shall be maintained for each Partner on the books
of the Partnership in accordance with the provisions of Treasury
Regulation section 1.704-1(b)(2)(iv) as such regulation is in
effect on the date hereof. Without limiting the foregoing, the
following provisions shall apply.
2.3.1
The Capital Accounts of the Partners as of the date hereof are set
forth on Exhibit A.
2.3.2
Subject to the last sentence of section 2.3.4 below, the Capital
Account of each Partner shall be further credited with (i) an
amount equal to such Partner’s actual or deemed cash capital
contributions and the fair market value of property contributed to
the Partnership, (net of liabilities secured by such property)
after the date hereof, and (ii) such Partner’s share of
the Partnership’s Net Profit allocated to such Partner in
accordance with Article 5 hereof, but for this purpose
including income and gain exempt from tax;
2.3.3
Subject to the last sentence of Section 2.3.4, below, the
Capital Account of each Partner shall be further debited by
(i) the amount of actual or deemed cash distributions
to
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such Partner
and the fair market value of property distributed to the Partner
(net of liabilities secured by such property), and (ii) such
Partner’s share of the Partnership’s Net Loss allocated
to such Partner pursuant to Article 5 hereof, and of
expenditures which are permitted to be neither capitalized nor
deducted for tax purposes (including for this purpose losses or
expenses which may not be deducted for tax purposes pursuant to
either Section 267(a)(1), Section 709 or Section 707(b)
of the Code).
2.3.4
Upon the transfer of an interest in the Partnership, the Capital
Account of the transferor Partner (as adjusted, if at all, as
required by this Section 2.3.4) attributable to the
transferred interest will be carried over to the transferee
Partner. The Capital Account will not be adjusted to reflect any
adjustment under Section 743 of the Code. If (i) such
transfer causes a termination of the Partnership for tax purposes
within the meaning of Section 708(b)(1)(B) of the Code, or
(ii) upon (1) the liquidation of the Partnership,
(2) the liquidation of a Partner’s interest in the
Partnership, (3) the distribution of money or property to a
Partner, or (4) the contribution of money or property to the
Partnership by a new or existing Partner as consideration for an
interest in the Partnership, adjustments shall be made to the
Partners’ Capital Accounts in the following manner. All
property of the Partnership which is not sold in connection with
such event shall be valued at their then fair market value. Such
fair market value shall be used to determine both the amount of
gain or loss which would have been recognized by the Partnership if
the property had been sold for its fair market value (subject to
any debt secured by the property) at such time, and the amount of
Net Cash Flow which would have been distributable by the
Partnership pursuant to Article 4 if the property had been
sold at such time for said fair market value (less the amount of
any debt secured by the property). The Capital Accounts of the
Partners shall be adjusted to reflect the allocation of such
hypothetical gain or loss (in accordance with Article 5). The
Capital Accounts of the Partners (or of a transferee of a Partner)
shall thereafter be adjusted to reflect the Partner’s share
of “book items” rather than tax items in accordance
with Treasury Regulation Sections 1.704-1(b)(2)(iv)(g)
and 1.704(b)(4)(i) and subsequent allocations of income, gain, loss
and deductions shall be made as necessary so as to
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take account of
the variation between the adjusted tax basis and the fair market
value of such property in accordance with Section 704 of the
Code.
2.3.5
For purposes of this Agreement, (A) the term “
liquidation of the Partnership ” shall mean (1) a
termination of the Partnership effected in accordance with
Article 8, which shall be deemed to occur, for purposes of
this Section 2.3.5, on the date upon which the Partnership
ceases to be a going concern and is continued in existence solely
to wind-up its affairs, or (2) a termination of the
Partnership pursuant to Section 708(b)(1) of the Code, and
(B) the term “ liquidation of a Partner’s
interest in the Partnership ” shall mean the termination
of the Partner’s entire interest in the Partnership effected
by a distribution, or a series of distributions, by the Partnership
to the Partner.
2.3.6
The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to
comply with Sections 1.704-1(b) of the Treasury Regulations
(the “ Regulations ”), and shall be interpreted
and applied in a manner consistent with such Regulations. In the
event the General Partner shall determine that it is prudent to
modify the manner in which the Capital Accounts, or any debits or
credits thereto, are computed in order to comply with such
Regulations, the General Partner may make such modification after
notifying all other Partners of the intent to so modify the Capital
Accounts and provided further that no Partner objects in writing to
such modification within thirty (30) days of such
notice.
2.4 Loans to
the Partnership . Without being required hereunder to do so,
any Partner or an Affiliate thereof may loan money to the
Partnership in the event of emergency and/or to pay expenses of the
Partnership incurred in the normal course of business if and to the
extent funds are not otherwise available therefor. If such a loan
is made, it shall bear interest at the Interest Rate (as
hereinafter defined), or, if such lending Partner or Affiliate
borrows such money, the cost of funds to such lending Partner of
Affiliate, but in either case never in excess of the maximum rate
permitted by law. For purposes of this Agreement, Interest
Rate shall mean
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the fluctuating
rate per annum equal to two percent (2%) plus the rate announced
from time to time by Citibank, N.A. as its “prime
rate.”
2.5 General
Partner’s Liability for Capital . The General Partner
shall have no personal liability for the return of any capital
contributions to the Limited Partners or to compensate a negative
balance in the Capital Account of any Limited Partner.
2.6 Termination
of Partnership Interest . The Partners hereby acknowledge and
agree that, in the event ALLC does not pay to PB in full the
“ Contribution Amount ” defined in the
Contribution Agreement when due, or if a default occurs under
paragraph 8 of the Contribution Agreement, then ALLC’s
interest in the Partnership shall automatically and without any
further documentation required (other than an Amendment to this
Agreement) be deemed assigned to PB or its appointed designee, and
ALLC shall have no continuing interest in the Partnership
whatsoever.
3.1 Management
Powers of the General Partner .
3.1.1
Except as otherwise provided herein, including, without limitation,
Section 3.2 hereof, all decisions with respect to any matter
set forth in this Agreement or otherwise affecting or arising out
of the business of the Partnership, the management, operation and
control of the Partnership and its day-to-day business and affairs
shall vest solely in the General Partner. In such capacity, the
General Partner shall have the power on behalf of and in the name
of the Partnership to carry out any and all of the purposes of the
Partnership set forth in Section 1.3 and to perform all acts
and enter into and perform all contracts and other undertakings
which it may deem necessary or advisable or incidental thereto on
behalf of the Partnership. Without limiting the generality of the
foregoing, the General Partner is hereby authorized, empowered,
obligated and responsible on behalf of the Partnership:
(i) to
carry on each and every business of the Partnership referred to in
Section 1.3 hereof and to execute and deliver in the
Partnership name any and all instruments necessary in connection
therewith;
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(ii) to
employ or consult such persons, firms or corporations as it shall
deem advisable for the operation and management of the Partnership
business including, without limitation, property managers, brokers,
consultants, accountants, attorneys or specialists in any field of
endeavor whatsoever, including any Person (including a Partner or
an Affiliate of a Partner);
(iii) to
deposit the funds of the Partnership in the Partnership name in any
bank or trust company and to entrust to such bank or trust company
the securities, monies, documents and papers belonging to or
relating to the Partnership;
(iv) to
own, possess, improve, sell, transfer, lease, renegotiate, extend,
restructure, foreclose upon or acquire by transfer in lieu thereof
or otherwise deal with, and to exercise all rights, powers,
privileges and other incidents of ownership or possession with
respect to, all or any portion of Partnership property;
(v) to
borrow monies from any party, issue evidences of indebtedness in
connection therewith, increase the amount of, modify, amend or
change the terms of, endorse and execute promissory notes, drafts,
bills of exchange, warrants, bonds, debentures and other negotiable
or non-negotiable instruments and evidences of indebtedness, and to
secure the payment thereof and of the interest thereon by mortgage
upon or by pledge, conveyance or assignment in trust of the whole
or any part of Partnership property whether at the time owned or
thereafter acquired, and to sell, pledge or otherwise dispose of
such bonds or other obligations of the Partnership;
(vi) to
pay all expenses and fees incurred in connection with the
Partnership and its business;
(vii) to
sue on, defend or compromise any and all claims or liabilities in
favor of or against the Partnership, and submit any or all such
claims or liabilities to arbitration;
(viii) to
file applications, communicate and otherwise deal with any and all
governmental agencies having jurisdiction over, or in any way
affecting, Partnership property or any aspect of the
Partnership’s business;
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(ix) to
make or revoke any election permitted the Partnership by any taxing
authority;
(x) to
maintain such insurance coverage for public liability, fire and
casualty, and any and all other insurance, necessary or appropriate
to the business of the Partnership;
(xi) to
determine whether or not to apply any insurance proceeds for any
property to the restoration of Partnership property or to
distribute the same;
(xii) to
purchase, lease, rent, or otherwise acquire or obtain the right to
use machinery, equipment, tools, materials. and all other kinds and
types of personal property that may in any way be deemed necessary,
convenient, or advisable in connection with carrying on the
business of the Partnership;
(xiii) to
guarantee the payment of money or the performance of any contract
or obligation of any person, firm, or corporation on behalf of the
Partnership; and
(xiv) to
enter into, make and perform all contracts, agreements and other
undertakings, to execute all other instruments of any kind or
character and to perform any and all other acts that the General
Partner determines to be necessary, advisable or incidental to the
carrying out of the foregoing objects and purposes.
3.1.2
The General Partner shall use ordinary care and reasonable
diligence in carrying out the affairs of the Partnership. Except as
otherwise provided in Section 1.9.1 of this Agreement, the
General Partner shall not be liable to the other Partners for any
mistake of judgment, any action taken in good faith on behalf of
the Partnership or for any loss due to the negligence, fraud or
willful misconduct of any employee, broker or agent of the
Partnership who was selected, engaged or employed by the General
Partner, provided that such employee, broker or agent was selected,
engaged or retained by the General Partner with reasonable care.
The General Partner may consult with legal counsel for the
Partnership selected by it on matters relating to the Partnership,
and any action taken or omitted to be taken by it in good faith in
reliance and in accordance with the opinion or advice of such
counsel shall be full protection and justification to it with
respect to the action taken or omitted to be taken.
3.1.3
The General Partner shall not be obligated to devote substantially
all of its time and effort Partnership and its affairs.
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3.2
Restrictions and Limitations on Powers of the General
Partner .
3.2.1
The General Partner shall have no authority to:
(a) Alter
the purposes of the Partnership as set forth in Section 1.3
above;
(b) Do
any act in contravention of the Certificate of Limited Partnership
or of this Agreement;
(c) Possess
any Partnership property or assign the rights of the Partnership in
specific Partnership property for other than a Partnership purpose;
and
(d) Borrow
money from the Partnership.
3.2.2
Even if authorized by Section 3.1, the General Partner shall
have no authority to do any of the following on behalf of the
Partnership without the prior approval of ALLC for so long as (x)
ALLC is a Limited Partner herein, (y) Robert P. Rothenberg, a
member of ALLC, personally remains a member of ALLC, and
(z) after the Control Date under the Contribution Agreement,
Robert P. Rothenberg and his designees have control of the Board of
Directors of the General Partner in accordance with the
Contribution Agreement (the following are hereinafter referred to
as “ Major Decisions ”):
(a) purchase,
sell, lease or otherwise acquire an interest in real
property;
(b) obtain,
increase, modify, consolidate, guarantee or extend any loan or
other obligation, whether secured or unsecured, affecting the
Partnership; provided, however, that the General Partner may,
without the approval of ALLC (i) refinance any loan at
maturity thereof, (ii) refinance a loan prior to maturity thereof
if the new loan will he made by a third party, institutional
lender, or (iii) refinance a recourse obligation of the
Partnership with a non-recourse obligation or refinance a recourse
obligation with a recourse obligation in an equal or lesser
principal amount;
(c) admit
a new or substitute partner to the Partnership;
(d) change
the business plan of the Partnership or do any act in contravention
of this Agreement or which would make it impossible or unreasonably
burdensome to carry on the business of the Partnership;
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(e) dissolve,
liquidate or otherwise terminate the Partnership;
(f) merge
or consolidate the Partnership with any other entity;
(g) file
a petition in bankruptcy, seek the appointment of a receiver or
make an assignment for the benefit of creditors on behalf of the
Partnership or take any similar action under any state insolvency
law or acquiesce in the taking of any such action by any Partner
hereunder in respect of the Partnership; or
(h) amend
this Agreement or the Certificate of Limited
Partnership.
3.3 The Limited
Partners Have No Management Powers .
3.3.1
The Limited Partners shall have no voice or participation in the
management or operation of the Partnership business, and no power
to (i) bind the Partnership or to act on behalf of the
Partnership in any manner whatsoever, except as is specifically
authorized by Section 3.2.2 or 8.1(b) of this Agreement, or
(ii) perform any actions prohibited to limited partners under
the Law or the laws of other jurisdictions in which the Partnership
conducts business.
3.4
Compensation of the General Partner; Reimbursement for
Expenses .
3.4.1
The General Partner shall not be entitled to compensation for
acting as general partner of the Partnership. If and to the extent
the General Partner or an Affiliate thereof acts as property
manager for Partnership property, it shall be entitled to
reasonable compensation therefor. Notwithstanding the foregoing,
National Income Realty Trust, an Affiliate of the General Partner,
shall be entitled to an asset management fee for its services
rendered and to be rendered to the Partnership in an amount equal
to one (1%) percent of “ Gross Monthly Collections
” as defined in the Management Agreement between the
Partnership and APA Management LLC, made of even date herewith. The
asset management fee shall be paid monthly in arrears, and, if
required by any lender, shall be subordinated to a loan made by
such lender.
3.4.2
All costs and expenses actually incurred in connection with the
organization of the Partnership and the ongoing operation or
management of the business of the Partnership shall be borne by the
Partnership. The General Partner shall be entitled to
prompt
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reimbursement
for all out-of-pocket costs and expenses incurred by the General
Partner or its agents, attorneys or advisors in connection with
such organization, operation and management.
3.5
Indemnification . The General Partner and its officers,
directors, employees, shareholders, agents and Affiliates shall be
indemnified and held harmless by the Partnership (but not by any
Limited Partner except to the extent of its capital contributions)
to the fullest extent permitted by law from and against any and all
claims, demands, liabilities, costs, damages and causes of action
of any nature whatsoever arising out of or in connection with the
transactions contemplated by this Agreement or the General
Partner’s management of the Partnership’s affairs;
provided, however, that such indemnification shall not apply with
respect to liabilities arising out of those acts for which the
General Partner may be held liable pursuant to Section 3.12 of
this Agreement. The indemnification authorized by this Section
shall include, without limitation, payment of (i) reasonable
attorneys’ fees or other expenses incurred in connection with
settlement or in defense of any legal proceeding and (ii) the
removal of any liens affecting the property of the indemnitee. Such
attorneys’ fees and expenses shall be paid by the Partnership
as they are incurred upon receipt, in each case, of an undertaking
by or on behalf of the indemnified Person to repay such amounts if
it is ultimately determined that such Person is not entitled to
indemnification with respect thereto and, in the case of an
indemnified Person which is an entity having limited liability and
without adequate net assets to repay such amounts if it is
ultimately determined that such Person is not entitled to
indemnification with respect thereto, of an undertaking by a
principal or affiliate thereof having adequate net assets to repay
such amounts. The indemnification rights contained in this section
shall be cumulative of, and in addition to, any and all rights,
remedies and recourses to which the General Partner, its officers,
directors, employees, shareholders, agents and Affiliates may be
entitled, whether pursuant to the provisions of this Agreement, at
law or in equity. Indemnification hereunder shall be made from
assets of the Partnership and no Partner shall be personally liable
to any indemnitee.
3.6 Partners
May engage in Other Activities . The General Partner, the
Limited Partners and their respective Affiliates (and their
respective officers, directors, shareholders and employees) shall
have the right to engage in any other business (including, but not
limited to,
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acting as a
partner in any other partnership formed for purposes similar to the
purposes of the Partnership) and to compete directly or indirectly,
with the business of the Partnership, and neither the Partnership
nor any Partners shall have any rights or claims as a result of
such activities; provided, however, that at any time that ALLC is a
Partner herein, Robert P. Rothenberg (“ RR ”),
an Affiliate of the General Partner, agrees that his principal
business activity shall be a combination of locating residential
real property located in the Northeastern United States for
acquisition by the Partnership and managing, directly or
indirectly, the property of the Partnership. Without the prior
consent of the General Partner, RR shall not, directly or
indirectly, (i) invest in any real property requiring active
management by RR, or (ii) invest or engage in any activity
that will require a material commitment of time. PB expressly
consents to RR investing or engaging in the properties and
activities set forth on Exhibit D attached hereto, serving on
the Board of Directors of PB, acting as President of PB and acting
in any capacity whatsoever with respect to property of the
Partnership.
3.7 Certain Tax
Matters .
3.7.1
The General Partner shall engage an accountant to prepare at the
expense of the Partnership all tax returns and statements, if any
which must be filed by or on behalf of the Partnership.
3.7.2
The General Partner shall be the “ tax matters partner
” of the Partnership as defined in Section 6231(a)(7) of
the Internal Revenue Code of 1986, as amended (“ Code
”), shall perform all duties imposed by sections 6222 through
6232 of the Code and shall have the power to take all actions
contemplated by such sections.
3.7.3
The General Partner shall give prompt notice to the Limited
Partners upon receipt of advice that the Internal Revenue Service
intends to examine Partnership income tax returns for any
years.
3.7.4
The Limited Partners shall furnish the General Partner with such
information as the General Partner may reasonably request to permit
it to provide the Internal Revenue Service with sufficient
information to allow proper notice to the parties in accordance
with section 6223 of the Code.
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3.7.5
No Partner shall file, pursuant to section 6227 of the Code, a
request for an administrative adjustment of Partnership items for
any Partnership taxable year without first notifying the other
Partners. If the other Partners agree with the requested
adjustment, the General Partner shall file the request for
administrative adjustment on behalf of the Partnership. If the
Partners do not reach agreement within thirty (30) days or
within the period required to timely file the request for
administrative adjustment., if shorter, any one may file a request
for administrative adjustment on its own behalf. If, under section
6227 of the Code, a request for an administrative adjustment must
be filed on behalf of the Partnership, the General Partner shall
also file such a request on behalf of the Partnership under the
circumstances set forth in the preceding sentence.
3.7.6
If any Partner intends to file a petition under section 6226 or
6228 of the Code with respect to any Partnership item or other tax
matters involving the Partnership, the party so intending shall
notify the other Partners of such intention and the nature of the
contemplated proceeding. Such notice shall be given within a
reasonable time to allow the other Partners to participate in the
choosing of the forum in which such petition will be filed. If the
Partners do not agree on the appropriate f
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