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various family members to participate in the ownership
of family assets.
Article 3.7 of the RLP agreement states that RLP’s “net cash
flow” shall be distributed as follows:
All distributions of Partnership net cash flow shall be
distributed to the Partners in proportion to their
Partnership Interests. “Net Cash Flow” means the
Partnership taxable income, increased by (1) Any
depreciation or depletion deductions taken into account
for computing taxable income; and (2) Any non-taxable
income or receipts (other than capital contributions
from the proceeds of any Partners), and reduced by:
(3) Any principal payments on any Partnership debts;
(4) Expenditures to acquire or improve Partnership
assets; and (5) reasonable reserves, as determined by
the General Partners, for future Partnership expenses
and improvements.
Article 4 of the RLP agreement elaborates on the management
and other specific powers held by the general partners. Article
4.1 and 4.2 states:
4.1 Management by General Partners. Subject to any
limitation imposed elsewhere in this Agreement, the
absolute management and control of the business and
affairs of the Partnership shall be vested in the
General Partners. The General Partners shall have the
full, complete and exclusive right, power and authority
to act for and bind the Partnership in all matters with
respect to the business and affairs of the Partnership.
The Limited Partners shall have no right to take part
in the management of the Partnership.
4.2 Specific Powers of the General Partners. The
General Partners shall have, subject to any limitations
imposed elsewhere in this Agreement, power on behalf of
the Partnership to act with regard to any Partnership
asset, real or personal, and to do anything reasonably
connected with that action. Without limiting this
authority, the General Partners shall have the power to
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Last modified: March 27, 2008