Clark Nevada Sample Limited Partnership Agreement between Shearson Regional Malls, Inc. and Shearson Regional Malls Depositary Corp.

• Category: Corporations - Public - Limited Partnerships
• State: Multi-State
• County: Clark
• Control #: US-EG-9173
• Format: Word; Rich Text

Description

Amended and Restated Agr. of Limited Partnership of Shopco Regional Malls, LP btwn Shearson Regional Malls, Inc. and Shearson Regional Malls Depositary Corp. dated October 6, 1998. 67 pages The Clark Nevada Sample Limited Partnership Agreement between She arson Regional Malls, Inc. and She arson Regional Malls Depository Corp. encompasses the contractual terms and conditions governing their partnership for a commercial real estate project in Clark County, Nevada. This comprehensive agreement outlines the mutual responsibilities and rights of the involved parties, ensuring a clear understanding of their roles and obligations. Below is a detailed description of the agreement and its various types: 1. Objective and Purpose: The agreement begins by outlining the purpose of the partnership, which is to jointly develop, own, and operate a regional mall complex in Clark County, Nevada. It specifies the project's location, size, estimated cost, and anticipated benefits for the involved parties. 2. Duration and Termination: This section defines the partnership's duration, often highlighting the initial term, renewable term, and termination conditions. It may include provisions for early termination, addressing events such as breach of contract, bankruptcy, or mutual agreement. 3. Contributions and Capital: The agreement details the contributions required from each partner, be it financial, labor, assets, or intellectual property. It elaborates on the capital structure, profit-sharing, and how the partners' stake in the partnership will be determined. 4. Management and Decision-Making: This section delineates the management structure, specifying whether decisions will be made by the partners collectively or through a designated managing partner. It outlines the decision-making process, voting rights, and the responsibilities of each partner, ensuring a clear hierarchy of authority. 5. Financial Matters: The financial aspect of the partnership is covered in depth. It outlines the accounting procedures, reporting, and distribution of profits and losses. It may also address matters such as capital calls, borrowing, and financial decision-making thresholds. 6. Confidentiality and Non-Compete: To safeguard the partnership's interests, this section establishes confidentiality requirements, preventing partners from disclosing proprietary information to competitors. It may also include non-compete clauses, limiting partners from engaging in similar activities that could adversely affect the partnership during its duration or even after dissolution. 7. Dispute Resolution and Governing Law: To address potential disagreements or conflicts, this section defines the preferred methods for resolving disputes, such as mediation or arbitration. It specifies the governing law under which the agreement will be interpreted and enforced. Types of Clark Nevada Sample Limited Partnership Agreements: 1. Limited Partnership Agreement with Preferred Returns: In some cases, the agreement may include provisions for preferred returns, where certain partners receive a predetermined portion of profits or distributions before others. These agreements prioritize specific partners' interests, usually based on their capital contributions or other factors. 2. Limited Partnership Agreement with Buy/Sell Option: In certain situations, the agreement may incorporate buy/sell provisions, allowing partners to buy out or sell their interest in the partnership under specific conditions. This type of agreement provides flexibility for partners to exit the partnership or acquire additional ownership shares. 3. Limited Partnership Agreement with Exit Strategy: Some agreements may include an exit strategy, outlining the steps to be taken if the partnership needs to be dissolved or if one partner wishes to exit. It can include provisions for selling assets, distributing proceeds, or transitioning the project to new ownership. 4. Amended and Restated Limited Partnership Agreement: Over time, the partnership may require changes or amendments to the original agreement. An amended and restated agreement serves to update the terms and conditions while maintaining the partnership's overall structure and objectives. These varying types of Clark Nevada Sample Limited Partnership Agreements between She arson Regional Malls, Inc. and She arson Regional Malls Depository Corp. ensure that the specific needs and preferences of the partners are appropriately accounted for, creating a comprehensive and tailored framework for their collaborative efforts.

The Clark Nevada Sample Limited Partnership Agreement between She arson Regional Malls, Inc. and She arson Regional Malls Depository Corp. encompasses the contractual terms and conditions governing their partnership for a commercial real estate project in Clark County, Nevada. This comprehensive agreement outlines the mutual responsibilities and rights of the involved parties, ensuring a clear understanding of their roles and obligations. Below is a detailed description of the agreement and its various types: 1. Objective and Purpose: The agreement begins by outlining the purpose of the partnership, which is to jointly develop, own, and operate a regional mall complex in Clark County, Nevada. It specifies the project's location, size, estimated cost, and anticipated benefits for the involved parties. 2. Duration and Termination: This section defines the partnership's duration, often highlighting the initial term, renewable term, and termination conditions. It may include provisions for early termination, addressing events such as breach of contract, bankruptcy, or mutual agreement. 3. Contributions and Capital: The agreement details the contributions required from each partner, be it financial, labor, assets, or intellectual property. It elaborates on the capital structure, profit-sharing, and how the partners' stake in the partnership will be determined. 4. Management and Decision-Making: This section delineates the management structure, specifying whether decisions will be made by the partners collectively or through a designated managing partner. It outlines the decision-making process, voting rights, and the responsibilities of each partner, ensuring a clear hierarchy of authority. 5. Financial Matters: The financial aspect of the partnership is covered in depth. It outlines the accounting procedures, reporting, and distribution of profits and losses. It may also address matters such as capital calls, borrowing, and financial decision-making thresholds. 6. Confidentiality and Non-Compete: To safeguard the partnership's interests, this section establishes confidentiality requirements, preventing partners from disclosing proprietary information to competitors. It may also include non-compete clauses, limiting partners from engaging in similar activities that could adversely affect the partnership during its duration or even after dissolution. 7. Dispute Resolution and Governing Law: To address potential disagreements or conflicts, this section defines the preferred methods for resolving disputes, such as mediation or arbitration. It specifies the governing law under which the agreement will be interpreted and enforced. Types of Clark Nevada Sample Limited Partnership Agreements: 1. Limited Partnership Agreement with Preferred Returns: In some cases, the agreement may include provisions for preferred returns, where certain partners receive a predetermined portion of profits or distributions before others. These agreements prioritize specific partners' interests, usually based on their capital contributions or other factors. 2. Limited Partnership Agreement with Buy/Sell Option: In certain situations, the agreement may incorporate buy/sell provisions, allowing partners to buy out or sell their interest in the partnership under specific conditions. This type of agreement provides flexibility for partners to exit the partnership or acquire additional ownership shares. 3. Limited Partnership Agreement with Exit Strategy: Some agreements may include an exit strategy, outlining the steps to be taken if the partnership needs to be dissolved or if one partner wishes to exit. It can include provisions for selling assets, distributing proceeds, or transitioning the project to new ownership. 4. Amended and Restated Limited Partnership Agreement: Over time, the partnership may require changes or amendments to the original agreement. An amended and restated agreement serves to update the terms and conditions while maintaining the partnership's overall structure and objectives. These varying types of Clark Nevada Sample Limited Partnership Agreements between She arson Regional Malls, Inc. and She arson Regional Malls Depository Corp. ensure that the specific needs and preferences of the partners are appropriately accounted for, creating a comprehensive and tailored framework for their collaborative efforts.