real estate partnership agreement checklist
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. further, no partner shall be liable or accountable to the partnership or any other partner for failure to disclose or make available to the partnership any business opportunity that such partner becomes aware of in such partner’s capacity as a partner or otherwise. “net cash from sales or refinancings” shall include all principal and interest payments with respect to any note or other obligation received by the partnership in connection with the sale or other disposition of the property or other partnership assets. (a) except as otherwise provided in this agreement, no partner shall demand or receive a return of such partner’s capital contributions or withdraw from the partnership without the consent of all partners. (c) except as otherwise provided in this section 2 and section 8 hereof, relating to transfers of partnership interests, no person shall be admitted to the partnership as a partner without the unanimous consent of the partners. any elections or other decisions relating to such allocations shall be made by the managing partner in any manner that reasonably reflects the purpose and intention of this agreement. the managing partner shall cause the partnership’s accountants to prepare all income and other tax returns of the partnership and shall cause the same to be filed in a timely manner. the funds of the partnership shall not be commingled with the funds of any other person and the managing partner shall not employ, or permit any other person to employ, such funds in any manner except for the benefit of the partnership. in the event the partners holding a majority of the partnership interests shall at any time, or from time to time, be dissatisfied with the managing partner’s performance under this section 6 (regardless of whether such dissatisfaction shall constitute legal “cause” for termination), such partners shall have the right to give the managing partner written notice of such dissatisfaction, specifying the particulars in respect of which the managing partner’s performance is deemed by such partners to be unsatisfactory.