Laserfiche WebLink
2.23 Transfer Notice. "Transfer Notice" shall have the meaning ascribed to such term by <br /> Section 9.2 of this Agreement. <br /> 2.24 Transferee. A Person who acquires by a Transfer all or part of any Partnership <br /> Interest. A Transferee who is not admitted as a Substitute Partner pursuant to the terms of this <br /> Agreement shall not have the rights of a Partner but shall instead be an Unadmitted Assignee. <br /> 2.25 Transferor. "Transferor"means a Person who Transfers all or part of any Partnership <br /> Interest. <br /> 2.26 Unadmitted Assignee. "Unadmitted Assignee" means a Transferee that is not <br /> admitted as a Substituted Partner and is only entitled to the economic rights of the Partnership <br /> Interest. <br /> 3. Capital Contributions. <br /> 3.1 Initial Capital Contributions. The Partners agree that all assets of the Existing <br /> Partnership, including, but not limited to, the Property and Associated Property shall, either by <br /> operation of law or pursuant to this Agreement be deemed owned by the Partnership or contributed <br /> to the Partnership. The General Partners are authorized to convey by deed and Bill of Sale all of the <br /> assets of the Existing Partnership, including, but not limited to, the Property and Associated <br /> Property,or any portion thereof to the Partnership. The initial Capital Accounts of the Partners shall <br /> be the existing Capital Accounts of the Partners in the Existing Partnership as set forth on Exhibit <br /> B. <br /> 3.2 Additional Contributions. No General or Limited Partner shall be obligated to make <br /> additional contributions to the capital of the Partnership. The General Partners may, in their <br /> discretion,accept further contributions should any Partner determine to make the same,and in such <br /> event, the Sharing Ratios of the Partners shall be adjusted in accordance with Section 3.3. <br /> 3.3 Adjustment of Sharing Ratios. The initial Sharing Ratios of the Partners shall be set <br /> forth in Exhibit B. In the event of any additional capital contributions by the Partners or such other <br /> Persons as may be permitted under the terms of this Agreement,the Sharing Ratios shall be adjusted <br /> in accordance with this Section 3.3. In such event,the Sharing Ratio of a Partner shall be increased <br /> or decreased to a percentage based on a fraction, the numerator of which shall be the fair market <br /> value or an otherwise agreed value of a Partner's Sharing Ratio of property previously contributed <br /> to the Partnership,plus such Partner's pro rata share or interest in any additional property contributed <br /> to the Partnership, and the denominator of which shall be the total fair market value or otherwise <br /> agreed value of all property contributed to the Partnership, both concurrent with execution of this <br /> Agreement and subsequent thereto. The adjustments described herein and valuation of property shall <br /> be as of the effective date of additional contributions to the Partnership. <br /> 462364.9 1/2/02 8 <br />