infratrust 2 - Fondsvermittlung24.de

(d) The General Partner shall make any and all elections
on behalf of the Partnership under the Code and
any other applicable federal, state, local, or foreign tax
law as the General Partner shall determine to be in the
best interests of the Partnership. The General Partner
shall prepare or cause to be prepared and shall file or
before the due date (or any extension thereof) any federal,
state, or local tax returns that shall be required
to be filed by the Partnership. The General Partner
shall cause the Partnership to pay any taxes payable
by the Partnership; provided, however, that the General
Partner shall not be required to cause the Partnership
to pay any tax so long as the General Partner or
the Partnership shall in good faith and by appropriate
legal proceedings be contesting the validity, applicability,
or amount thereof and such contest shall not
materially endanger any right or interest of the Partnership.
(e) The General Partner is hereby authorized to
perform all other duties imposed by Sections 6221
through 6232 of the Code on the General Partner as
“tax matters partner” of the Partnership.
(f) The General Partner in its sole discretion may
make or refrain from making the election contemplated
by Section 754 of the Code on behalf of the Partnership
and determine how to classify items of income,
gain, expense or profit for federal or state income tax
purposes on the Partnership’s tax returns and the
Form K-1s (or any other successor form) transmitted to
the Partners.
(g) Notwithstanding any other provision of this
Agreement, the General Partner is authorized to take
any action that it determines to be necessary or appropriate
to cause the Partnership to comply with any
withholding requirements established under the Code
or any other federal, state or local law including, without
limitation, pursuant to Sections 1441, 1442, 1445
and 1446 of the Code. To the extent that the Partnership
is required or permitted to withhold and pay over
to any taxing authority any amount resulting from the
allocation or distribution of income to the Partner or
Assignee (including by reason of Section 1446 of the
Code), the amount withheld shall be treated as a distribution
of cash in the amount of such withholding to
such Partner.
Article XII
INDEPENDENT ACTIVITIES OF PARTNERS
Any of the Partners may engage in or possess an interest
in other business ventures of every nature and
description, independently or with others, including,
but not limited to, the ownership, financing, leasing,
management, syndication, brokerage and development
of Infrastructure Assets of any kind whatsoever (including
properties which may be similar to those owned
by the Partnership), and neither the Partnership nor
any of the Partners shall have any right by virtue of this
Agreement in and to such independent ventures or to
the income or profits derived therefrom, provided that
the General Partner shall in no way be relieved of its fiduciary
duty owed to the Partnership.
Article XIII
BOOKS, REPORTS, FISCAL AND TAX MATTERS
13.1 Accounting Period. The Partnership’s accounting
period and fiscal year shall be the calendar year ending
December 31.
13.2 Records and Reports. At the expense of the Partnership,
the General Partners shall maintain records
and accounts of all operations and expenditures of the
Partnership. The Partnership shall keep at its principal
place of business the following records:
(a) A current list of the full name and last known address
of each Partner, Assignee and any other holder of
Units;
(b) Copies of records to enable a Partner to determine
the relative voting rights, if any, of the Partners;
(c) Copies of the Partnership’s federal, state, and
local income tax returns and reports, if any, for the
three most recent years;
(d) Copies of this Agreement, together with any
amendments thereto; and
(e) Copies of any financial statements of the Partnership
for the three most recent years.
The books and records shall be at all times maintained
at the principal office of the Partnership and shall be
open to the reasonable inspection and examination of
the Partners or their duly authorized representatives
during reasonable business hours.
13.3 Tax Returns. At the expense of the Partnership,
the General Partners shall cause the preparation and
timely filing of all tax returns required to be filed by the
Partnership pursuant to the Code and all other tax returns
deemed necessary and required in each jurisdiction
in which the Partnership does business. Copies
of such returns, or pertinent information therefrom,
shall be furnished to the Partners within a reasonable
time after the end of the Partnership’s fiscal year.
Article XIV
RIGHTS AND LIABILITIES OF THE LIMITED PARTNERS
14.1 Powers of the Limited Partners. The Limited Partners
shall take no part in the management of the business
of the Partnership and shall have no power to sign
for or bind the Partnership; provided, however, that the
Limited Partners, without the concurrence of the General
Partner, shall have the following approval rights:
(a) Prior to the General Partner taking any of the following
actions for and on behalf of the Partnership, the
Limited Partners shall have the right, by affirmative Supermajority
Vote, to approve the following:
(i) Any amendment or modification of this Agreement,
but not as to the matters specified in Sections
10.2 and 10.6 (relating to regulatory tax allocations) or
Section 11.2(b) (relating to obligations of the General
Partner to conduct the business of the Partnership) hereof,
which matters the General Partner alone may
amend without vote of the Limited Partners;
(ii) Any change of the Partnership’s purpose, as specified
in Section 4.1;
(iii) Any change in the Eligibility Criteria set forth on
Exhibit B;
(iv) Incurring indebtedness of the Partnership in an
amount that exceeds three times the Partnership’s
then-current Capital Contributions; and
(v) Approving or disapproving the dissolution and
termination of the Partnership in accordance with
Section 16.1.
(b) Prior to the General Partner taking any of the following
actions for and on behalf of the Partnership, the
Limited Partners shall have the right, by affirmative
Majority Vote, to approve the following:
(i) Removal of a General Partner or any successor
General Partner;
(ii) Electing a new General Partner or General Partners
upon the removal of a General Partner or any successor
General Partner, or upon the occurrence of an
Event of Withdrawal or death of a General Partner or
any successor General Partner; and
(iii) Approving or disapproving any transaction (or series
of related transactions) entailing the merger, combination,
or other reorganization of the Partnership
with any other Person or the sale of all or substantially
all of the Partnership Properties (other than in the ordinary
course of the Partnership’s business).
14.2 Restrictions on Power to Amend. Notwithstanding
Section 16.1 hereof, this Agreement shall in no
event be amended to change the limited liability of the
Limited Partners without the affirmative Supermajority
Vote of the Limited Partners, nor shall this Agreement
be amended to diminish the rights or benefits to which
the General Partner or Limited Partners are entitled
under the provisions of this Agreement without a Supermajority
Vote of the Partners.
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