Puerto Rico Sample Limited Partnership Agreement (Type 1): This Limited Partnership Agreement ("Agreement") is entered into between DAHLIA Holdings, Inc. ("General Partner") and Decade Aircraft Holdings, Inc. ("Limited Partner") in accordance with the laws of Puerto Rico. This Agreement outlines the terms and conditions under which the partnership will operate, including the rights and responsibilities of each party. 1. Partnership Purpose: The purpose of this partnership is to engage in the business of aircraft manufacturing, distribution, and related services. 2. Capital Contributions: The Limited Partner shall contribute a capital amount of EX to the partnership, payable in cash, property, or services as agreed upon by both parties. The General Partner shall not be required to make any capital contributions. 3. Profits and Losses: The profits and losses of the partnership shall be allocated to each partner based on their respective ownership interests. The Limited Partner shall be entitled to X of the net profits and shall bear X of the net losses. 4. Management: The General Partner shall have the exclusive authority to manage and control the partnership's affairs, including making all business decisions. The Limited Partner shall have no authority in the management of the partnership. 5. Additional Contributions: In the event additional capital is required for the partnership's operations, the General Partner may request the Limited Partner to contribute additional capital on a pro rata basis. 6. Distributions: Any distributions or withdrawals of partnership funds shall be made at the sole discretion of the General Partner, subject to the limitations imposed by law. 7. Transfer of Interest: The Limited Partner shall have the right to transfer its interest in the partnership, subject to the approval of the General Partner. The General Partner shall have a right of first refusal in the event the Limited Partner intends to transfer its interest. 8. Dissolution: The partnership shall be dissolved upon the occurrence of certain events, including the mutual agreement of both parties, bankruptcy, death, or the withdrawal of the General Partner. 9. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Puerto Rico. 10. Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties, superseding any prior agreements or understandings, whether written or oral. Alternate Types of Puerto Rico Sample Limited Partnership Agreement 1. Joint Venture Partnership Agreement: This type of agreement caters to a specific joint venture project between DAHLIA Holdings, Inc. and Decade Aircraft Holdings, Inc., outlining the partnership terms and responsibilities unique to the project. 2. Long-Term Partnership Agreement: This type of agreement establishes a longer-term partnership between the parties, providing for additional clauses such as mechanisms for reviewing and renewing the partnership, profit-sharing structures, and dispute resolution processes.
Puerto Rico Sample Limited Partnership Agreement between DAH-IP Holdings, Inc. and DeCrane Aircraft Holdings, Inc.
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