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Sample Limited Partnership Agreement Page 6
(ii) The Partnership will reimburse the General Partner for any and all out-of-pocket
costs reasonably incurred by the General Partner on behalf of the Partnership, including
(without limitation) costs relating to legal, accounting and data processing services.
9. Limited Liability of Limited Partners.
No Limited Partner shall have any personal liability whatever in his capacity as a
Limited Partner, whether to the Partnership, to any Partner, or to creditors of the Partnership,
for debts, liabilities, contracts or other obligations of the Partnership, or for any losses of the
Partnership, beyond the amount committed by such Limited Partner to the capital of the
Partnership as set forth from time to time in Exhibit A hereto. Each Interest of a Limited Partner
shall be fully paid and non-assessable.
10. Legal Title to Partnership Property.
Legal and record title to all Partnership Property shall be held in the name of "^" or in
such other manner as the General Partner shall determine to be in the interest of the
Partnership. Without limiting the foregoing grant of authority, the General Partner may hold title
in its own name or the names of trustees or nominees for the Partnership.
11. Distributions of Cash Proceeds.
The Cash Proceeds of the Partnership for each calendar year shall, after payment of all
Partnership expenses, be distributed to the Partners within ^ days after the receipt thereof by
the Partnership. Each such distribution shall be made ^% to the Limited Partners and ^% to the
General Partner, and to the Limited Partners shall be made among the Limited Partners in
accordance with their respective Percentage Interests. Each distribution with respect to any
Interest or portion thereof of a Limited Partner which may have been assigned during a fiscal
year shall be made entirely to the Partner who is the recognized owner of such Interest or
portion thereof as of the date such distribution is made.
12. Allocation of Profits, Losses and Credits.
(a) Profits or Losses from Operations.
Except as provided in Section 12(b), the Profits and Losses of the Partnership shall be
allocated to the Partners in the same proportion as Cash Proceeds distributed for the year in
question were distributed. All Profits or Losses from the Partnership for a fiscal year allocable
with respect to any Interests which may have been assigned during such fiscal year shall be
allocated between the assignor and assignee based upon the number of days in the year that
each was recognized as the owner of the Interest, without regard to the results of the
operations of the Partnership during such fiscal year and without regard to whether cash
distributions were made to the assignor or assignee.
(b) Profits or Losses from a Sale.
(i) Profits for any taxable year resulting from the sale, exchange, or other
disposition of the Partnership Property shall be allocated, after Capital Accounts have been
adjusted for all distributions made in such year under Section 11 and any allocations of Profits
made under Section 12(a) as follows:
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Sample Limited Partnership Agreement