Florida Sample Limited Partnership Agreement between DAHLIA Holdings, Inc. and Decade Aircraft Holdings, Inc. This Florida Sample Limited Partnership Agreement has been established between DAHLIA Holdings, Inc. (hereinafter referred to as "the General Partner") and Decade Aircraft Holdings, Inc. (hereinafter referred to as "the Limited Partner"). The purpose of this agreement is to outline the terms and conditions under which the Limited Partner agrees to contribute capital to the partnership, while the General Partner manages and operates the partnership's business activities. Under this partnership agreement, the General Partner holds full responsibility for the day-to-day operations, decision-making, and management of the partnership. The Limited Partner, however, isn't involved in the partnership's management and holds limited liability for any debts and obligations formed by the partnership. Key terms and provisions included in this agreement cover the following aspects: 1. Formation and Duration: — Specifies the effective date of the partnership and outlines its duration. 2. Capital Contributions: — States the amount of initial capital the Limited Partner has agreed to invest in the partnership. — Outlines the conditions for additional capital contributions, if required in the future. — Explains the process for distributing profits and losses among partners. 3. Management and Powers: — Grants exclusive control and management authority to the General Partner. — Specifies that the Limited Partner won't have the power to bind the partnership or participate in its management, thereby ensuring their limited liability status. 4. Profits and Losses: — Explains how profits and losses will be allocated between the General Partner and the Limited Partner. — Describes the process for distributing profits and losses in accordance with each partner's agreed-upon share. 5. Withdrawal and Dissolution: — Outlines the procedure for withdrawal or removal of the General Partner or Limited Partner. — Details the events that can lead to the dissolution of the partnership. 6. Arbitration: — Specifies that any disputes arising from this agreement will be resolved through arbitration rather than litigation. Various types of Florida Sample Limited Partnership Agreements between DAHLIA Holdings, Inc. and Decade Aircraft Holdings, Inc. may include variations based on the partners' specific requirements. Some potential variations could include agreements tailored to specific industries, financial structures, or the involvement of multiple limited partners. However, it is important to note that the provided description above covers the general structure and content usually found in a Florida Sample Limited Partnership Agreement. Actual agreements may differ depending on the parties' negotiations and legal counsel.