90.8: Agreement Of General Partnership (General Partner)

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Abstract

NEWCO PARTNERS AGREEMENT OF GENERAL PARTNERSHIP Dated as of [DATE] TABLE OF CONTENTS ARTICLE I: Defined Terms ARTICLE II: Formation of Partnership; Name; Purpose; Term and Dissolution 2.1. Formation 2.2. Name, Office and Statutory Agent 2.3. Purpose 2.4. Term and Dissolution 2.5. Actions by Partners ARTICLE III: Managing Partner 3.1. Authority of Managing Partner 3.2. Termination of Management Powers 3.3. Limits on Managing Partner's Powers ARTICLE IV: Capital Contributions 4.1. Payment of Capital Contributions 4.2. Partners' Assessments 4.3. Interest on Capital Contributions 4.4. Withdrawal and Return of Capital Contributions ARTICLE V: Rights, Powers and Duties of the Partnership 5.1. Rights, etc., in the Limited Partnership Agreement 5.2. Duties and Liabilities of the Partners 5.3. Indemnification of the Partners 5.4. Tax Matters Partner 5.5. Withholding ARTICLE VI: Allocations of Net Profits and Net Losses; Cash Distributions; Maintenance of Capital Accounts 6.1. Allocation of Net Profits and Net Losses...