Sample Of A Limited Partnership Agreement

Except as provided in this Article 11, no partner may transfer or assign shares in the partnership by sale, assignment, gift or otherwise, without the unanimous written consent of all other partners. Any sale, assignment, gift or assignment, or any presumed sale, assignment, gift or transfer of participation in the partnership, except as expressly provided for and permitted by this Article 11, is void or not. In the event of the sale or transfer of all the assets of the company or voluntary dissolution or death, incapacity, exit or bankruptcy of the complementary without the designation of a successor or the mutual agreement of all the partners, the partnership immediately begins to settle its affairs. Shareholders continue to share profits or losses during liquidation in the same manner as before dissolution. The proceeds of the liquidation of partnership assets are used as follows: (a) The liability of the complements, responsible or responsible vis-à-vis another partner or the partnership. The partnership will immediately pay all such invoices and will respond to all such payment requests if such an invoice or request is received by such supplements. In the event that a definitive finding is made that the partnership is not required to do so in respect of an amount it has paid to the supplements, these supplements shall immediately reimburse that sum to the partnership. (d) the assignee and the assignee referred to therein act and acknowledge such other acts or instruments as the supplements deem necessary or desirable to obtain such authorization, including, but not limited to, an amended certificate from the limited partnership; This partnership agreement may be modified by a written agreement executed by the complementary and by all the sponsors. . . .