infratrust 2 - Fondsvermittlung24.de

any portion of a Partnership Properties after netting
losses from such sales, exchanges or other dispositions
against the gains from such transactions.
3.14 “General Partner” shall refer to InfraTrust Partner,
Inc., or any other Person or Persons who succeeds
InfraTrust Partner, Inc. in that capacity.
3.15 “General Partner Fees” shall mean those fees payable
to the General Partner as specified in Section 11.3
of this Agreement.
3.16 “Infrastructure-Related Investments” shall mean
all investments in Infrastructure Assets.
3.17 “Infrastructure Assets” shall mean all real property,
improvements related to such real property, and
all other assets (whether tangible or intangible), and
all rights to acquire, use, develop, manage, operate,
and lease such real property, related improvements,
and other assets, together with applicable zoning and
other governmental entitlements, held for or used in
connection with the development of public and private
infrastructures, which infrastructures may include
highways, streets, roads, bridges, mass transit, airports,
utilities, electric power generation or renewable
energy sources, water supply, water resources, waste
and wastewater management facilities, solid-waste
treatment and disposal, telecommunications systems,
and such other resources or systems as designated by
the General Partner, from time to time.
3.18 “Intellectual Property Rights” shall mean all
rights, titles and interests, whether foreign or domestic,
in and to any and all trade secrets, confidential information
rights, patents, invention rights, copyrights,
service marks, trademarks, know-how, or similar intellectual
property rights and all applications and
rights to apply for such rights, as well as any and all
moral rights, rights of privacy, publicity and similar
rights and license rights of any type under the laws or
regulations of any governmental, regulatory, or judicial
authority, foreign or domestic and all renewals and
extensions thereof.
3.19 “IRS” shall mean the Internal Revenue Service.
3.20 “Limited Partners” shall refer to the Limited Partner
and to all other Persons who are admitted to the
Partnership as additional or substituted Limited Partners.
3.21 “Liquidating Distributions” shall mean the net
cash proceeds received by the Partnership from (a) the
sale, exchange, condemnation, eminent domain taking,
casualty or other disposition of substantially all of
the assets of the Partnership or the last remaining assets
of the Partnership or (b) a liquidation of the Partnership’s
assets in connection with a dissolution of the
Partnership, after (i) payment of all expenses of such
sale, exchange, condemnation, eminent domain taking,
casualty or other disposition or liquidation, including
real estate commissions, if applicable, (ii) the
payment of any outstanding indebtedness and other
liabilities of the Partnership, (iii) any amounts used to
restore any such assets of the Partnership, and (iv) any
amounts set aside as reserves which the General Partner
in its sole discretion may deem necessary or desirable.
3.22 “Majority Vote” shall mean the affirmative vote or
written consent of Limited Partners then owning of record
more than fifty percent (50%) of the outstanding
Units of the Partnership; provided, however, that any
Units owned or otherwise controlled by the General
Partner or its Affiliates may not be voted and will not
be included in the total number of outstanding Units
for purposes of this definition unless such Units are the
only Units outstanding as of the date of determination.
3.23 “Net Capital Contribution” shall mean, an account
maintained for each Partner equal to (i) the initial Capital
Contribution to the Partnership made by such
Partner, plus (ii) the aggregate additional Capital Contributions
to the Partnership made by such Partner,
less (iii) the aggregate distributions to such Partner
pursuant to Section 9 of this Agreement.
3.24 “Net Income” or “Net Loss” shall mean the net
income or loss realized or recognized by the Partnership
for a fiscal year, as determined for federal income
tax purposes, including any income exempt from tax.
3.25 “Net Investment Value” shall mean Total Investment
Value of the Partnership Property determined in
accordance with the valuation methodologies set forth
on Exhibit C, attached hereto, adjusted as follows: (1)
increased by the amount of the Partnership’s outstanding
indebtedness of the Partnership, including without
limitation indebtedness to third-party lenders and
to Partners, (2) increased by the amount of all accrued
but unpaid expenses and other liabilities allocable or
attributable to the Partnership (including without limitation
operating expenses and legal and accounting
fees ), and (3) decreased by the amount of outstanding,
uncollected accounts receivable.
3.26 “Nonrecourse Liability” has the meaning set forth
in Section 1.704-2(b)(3) of the Regulations.
3.27 “Participating Percentage” shall mean at any
given time, as to each holder of Units, a percentage
determined by dividing the total number of Units held
by such Person by the total number of all outstanding
Units of the Partnership.
3.28 “Partner Minimum Gain” shall mean an amount,
with respect to each Partner Nonrecourse Debt,
equal to the Partnership Minimum Gain that would result
if such Partner Nonrecourse Debt were treated
as a Nonrecourse Liability.
3.29 “Partner Nonrecourse Debt” has the meaning set
forth in Section 1.704-2(b)(4) of the Regulations.
3.30 “Partners” shall refer collectively to the General
Partner and to the Limited Partners, and reference to
a “Partner” shall be to any one of the Partners.
3.31 “Partnership” shall refer to the limited liability limited
partnership created under the Act and this
Agreement.
3.32 “Partnership Minimum Gain” has the meaning set
forth in Section 1.704-2(d) of the Regulations. Subject
to the foregoing, Partnership Minimum Gain shall
equal the amount of gain, if any, which would be recognized
by the Partnership with respect to each Nonrecourse
Liability of the Partnership if the Partnership
were to transfer the Partnership’s property which is
subject to such Nonrecourse Liability in full satisfaction
thereof.
3.33 “Partnership Property” or “Partnership Properties”
shall mean all Infrastructure Assets acquired
by the Partnership together with any other assets of
the Partnership (including but not limited to bank
accounts, Intellectual Property Rights, contract rights,
receivables, tax credits, and other assets of the Partnership).
3.34 “Person” shall mean any natural person, partnership,
corporation, association, or other legal entity, including
without limitation, qualified pension and profit
sharing trusts.
3.35 “Redemption” shall mean the term as defined in
Section 8.10 of this Agreement.
3.36 “Redemption Notice” shall mean the term as defined
in Section 8.10(b) of this Agreement.
3.37 “Redemption Price” shall mean the term as defined
in Section 8.10(d) of this Agreement.
3.38 “Sale Date” shall mean the day on which the Partnership
realizes any gain or loss from the sale, exchange
or other disposition of Partnership assets
which it is required to allocate to the Partners.
3.39 “Supermajority Vote”shall mean the affirmative
vote or written consent of Limited Partners then
owning of record more than seventy-five percent
(75%) of the outstanding Units of the Partnership; provided,
however, that any Units owned or otherwise
controlled by the General Partner or its Affiliates may
not be voted and will not be included in the total number
of outstanding Units for purposes of this definition
unless such Units are the only Units outstanding as of
the date of determination.
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