A limited partnership agreement is a legal document that outlines the relationship between two business entities entering into a partnership. In the case of DAHLIA Holdings, Inc. and Decade Aircraft Holdings, Inc., they are establishing a limited partnership in West Virginia. The West Virginia Sample Limited Partnership Agreement between these companies will determine the rights, responsibilities, and obligations of each party involved. This agreement will have several essential sections, including: 1. Introduction and Background: This section will provide a brief overview of the parties involved, including their legal names and addresses. It will also highlight the purpose and objectives of the partnership. 2. Formation and Duration: This section will outline the specifics of how the partnership will be formed, including its effective date and the intended duration of the partnership. It may also mention the possibility of renewal or termination. 3. Roles and Responsibilities: This section will detail the roles, responsibilities, and decision-making authority of each partner. It will define major decision-making processes, allocation of profits and losses, and the contributions each partner will make to the partnership. 4. Capital Contributions: This section will specify the initial contributions that both parties will make to the partnership, including cash, assets, or intellectual property. It will also outline any additional contributions that may be required in the future and how they will be handled. 5. Management and Decision-Making: This section will establish the mechanism by which decisions will be made within the partnership. It may outline the creation of a management committee or designate one partner as the managing partner responsible for day-to-day operations. 6. Profit Distribution: This section will detail how profits and losses will be allocated among the partners. It may specify a certain percentage or ratio based on initial contributions or a different method agreed upon by the partners. 7. Withdrawal and Dissolution: This section will provide guidelines on how a partner can withdraw from the partnership and the consequences of withdrawal. It will also specify the procedures for dissolving the partnership, including provisions for liquidation of assets. 8. Governing Law and Dispute Resolution: This section will determine the governing law of the agreement, highlighting that it is being executed in West Virginia. It may also outline the procedure for resolving disputes, such as mediation, arbitration, or litigation. Different types of West Virginia Sample Limited Partnership Agreements between DAHLIA Holdings, Inc. and Decade Aircraft Holdings, Inc. could include variations based on the nature of their partnership. For example, if the partnership were focused on research and development, specific clauses regarding intellectual property rights and royalties could be included. Additionally, if the partnership aimed to expand overseas, sections regarding international regulations and tax implications might be added. In conclusion, the West Virginia Sample Limited Partnership Agreement between DAHLIA Holdings, Inc. and Decade Aircraft Holdings, Inc. is a legally binding document that establishes the terms of their partnership. By addressing the various sections mentioned above and tailoring them to the unique needs of both entities, a comprehensive and mutually beneficial agreement can be created.