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2.3 Name.
The name of the Partnership shall be [l] and/or such other name or names as the
Partners may from time to time agree upon in writing and no party shall carry on business under
such name except as a Partner of the Partnership.
2.4 Place of Business.
The place of business of the Partnership shall be at such place or places as the Partners
shall from time to time hereafter determine.
2.5 New Partners.
No person shall be admitted as a Partner except with the unanimous consent in writing of
the Partners.
3.1 Capital Contributions and Financing Requirements.
The initial capital of the Partnership shall be:
(a) For X the amount of $[l], being the capital contribution made by X to the
Partnership on [l]; and
(b) For Y the amount of $[l], being the capital contribution made by Y to the
Partnership on [l]
The initial capital so contributed by each of the Partners is credited to the capital account
(“Capital Account”) of each Partner. The following provisions of this Section 3.1 shall apply in
respect of the capital contributions of the Partners:
(c) the capital funds of the Partnership shall belong to the Partners in the proportion
contributed by each Partner;
(d) any further contribution of capital required by the Partnership may be contributed
to the Partnership by any one or both of the Partners without limitation as to the
amount of such further capital contribution and any such additional capital
contribution shall be treated in the same manner as the initial capital contributions
above set out; and
(e) no Partner shall be entitled to interest on the amount of its capital contribution to
the Partnership.
3.2 Profits and Losses.
In each Fiscal Year all items of income and gain, and expense and loss of the Partnership
shall be determined by the Accountants of the Partnership at the end of each Fiscal Year.
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