AGREEMENT OF PARTNERSHIP

by | Feb 20, 2022 | Samples legal papers

AGREEMENT OF PARTNERSHIP

 

THIS AGREEMENT OF PARTNERSHIP (hereafter this ‘‘Agreement’’) is entered into and shall be effective as of the ______ day of ______________, 20___, by and among _______ [NAMES OF ALL PARTNERS]. (Hereinafter collectively referred to as the “Partners“).

NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

 

THE PARTNERSHIP

  1. Organization

 The Partnership is hereby organized as a ________ (state the type of partnership ) effective as of the date hereof pursuant to, in accordance with and for purposes of the provisions of this agreement.

 

  1. Partnership Name

 The name of the Partnership shall be __________ [NAME] and all business of the Partnership shall be conducted in such name. The Partnership shall hold all of its property in the name of the Partnership and not in the name of any Partner.

 

  1. Purpose

 The purpose of the Partnership is to acquire, develop, construct, improve, finance, mortgage, hold, lease, own, operate, refinance and sell or otherwise dispose of the Property and to engage in actions necessary, convenient or incidental to all of the foregoing.  The Partnership shall not engage in any other activity or business and no Partner shall have any authority to hold himself out as a general agent of another Partner in any other business or activity.

 

  1. Principal Place of Business

 The principal place of business of the Partnership shall be located at or at such other place within or without the State of ______________ [NAME OF STATE. E.g. California] as may be determined by the Partners.

 

  1. Term. 

 The term of the Partnership shall commence on the date hereof and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating event.

 

  1. No Payments of Individual Obligations.  

The Partners shall use the Partnership’s credit and assets solely for the benefit of the Partnership.  No asset of the Partnership shall be transferred or encumbered for or in payment of any individual obligation of a Partner.

 

  1. Statutory Compliance. 

 The Partnership shall exist under and be governed by, and this Agreement shall be construed in accordance with the applicable laws of the State of _______________ [NAME OF STATE. e.g. California].  The Partners shall make all filings and disclosures required by, and shall otherwise comply with, all such laws.  The Partners shall execute and file in the appropriate records any assumed or fictitious name certificates and other documents and instruments as may be necessary or appropriate with respect to the formation of, and conduct of business by, the Partnership.

 

  1. Title to Property. 

 All real and personal property owned by the Partnership shall be owned by the Partnership as an entity and, insofar as permitted by applicable law, no Partner shall have any ownership interest in such property in such Partner’s individual name or right, and each Partner’s interest in the Partnership shall be personal property for all purposes.

 

  1. Representations and warranties.

 As of the date hereof, each of the statements contained herein shall be a true, accurate and full disclosure of all facts relevant to the matters contained therein, and such warranties and representations shall survive the execution of this Agreement.  Each Partner hereby represents and warrants that:

 

(a)  If such Partner is a corporation (partnership), such Partner is a duly organized and validly existing corporation (partnership) under the laws of the State of and has the requisite power and authority to enter into and carry out the terms of this Agreement.

 

(b)  If such Partner is a corporation (partnership), all corporate (partnership) action required to be taken by such Partner to consummate this Agreement has been taken and no further approval of any board, court or other body is necessary in order to permit such Partner to consummate this Agreement.

 

(c)  To the best of such Partner’s knowledge, neither the execution and delivery of this Agreement, nor the performance of or the compliance with, this Agreement has resulted (or will result) in any violation of, or be in conflict with, or invalidate, cancel or make inoperative, or interfere with, or constitute a default under, or result in the creation of any lien, encumbrance or any other charge upon the Property pursuant to any charter or bylaw provision, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, agreement, permit, judgment, decree or order to which such Partner is a party or by which the Property (or any portion thereof) is bound, and there is no default and no event or omission has occurred which, but for the passing of time or the giving of notice, or both, would constitute a default on the part of such Partner under this Agreement.

 

(d)  To the best of such Partner’s knowledge, there is no action, proceeding or investigation, pending or threatened (nor any basis therefor) which questions, directly or indirectly, the validity or enforceability of this Agreement as to such Partner or which would materially and adversely affect the Property or the Partnership.

 

Miscellaneous

  1. Notices, Etc. 

All notices, requests, demands, consents, approvals or other communications given hereunder or in connection herewith shall be in writing, shall be sent by registered or certified mail, return receipt requested, postage prepaid, or by hand delivery with acknowledged receipt of delivery, shall be deemed given on the date of acceptance or refusal of acceptance shown on such receipt, and shall be addressed to the party to receive such notice at the following applicable address:

[In this section as per the partners agreement and approval, state all your addresses and how such information might reach all of you.] 

Any party may, by notice given as aforesaid, change its or his address for all subsequent notices.

 

  1. Binding Effect.

 Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, transferees and assigns.

  1. Construction 

 Every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner.

  1. Headings 

Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

  1. Severability

 Every provision of this Agreement is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such legality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

  1.  Incorporation by Reference

 Every exhibit, schedule and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

 

  1. Further Action 

Each Partner agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

  1. Variation of Pronouns.  All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

 

  1. Applicable Law.  This Agreement is made and delivered in the State of     _________________and shall be governed by the laws thereof.
  2. Counterpart Execution

 This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document.  All counterparts shall be construed together and shall constitute one agreement.

  1. Legal Action

Any action to enforce, arising out of or relating in any way to, any of the provisions of this Agreement may be brought and prosecuted in such court or courts located in the State of _____________  as is provided by law; and the parties consent to the jurisdiction of said court or courts located in the State of _________________  and to service of process by registered mail, return receipt requested, or by any other manner provided by law.

 

IN WITNESS WHEREOF, the parties have entered into this Agreement of Partnership as of the day first above set forth.

 

[Append the signatures of all partners and include the dates when the respective partners signed the agreement]

 

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, we will be able to prepare the legal document within the shortest time possible.