infratrust 2 - Fondsvermittlung24.de

infrastruktur
Article XVIII
GENERAL PROVISIONS
18.1 Notices. Except as otherwise provided herein, any
notice, payment, distribution or other communication
which shall be required to be given to any Partner in
connection with the business of the Partnership shall
be in writing and any such notice shall become effective
and deemed delivered (a) upon personal delivery
thereof, including by overnight mail and courier
service, or (b) three days after it shall have been mailed
by United States mail, first class with postage prepaid;
in each case, if to a Limited Partner, addressed to
the last address furnished for such purpose by the Limited
Partner to whom it is authorized to be given as
of the time sent for delivery or as of the time of such
mailing; and if to the General Partner or the Partnership,
at the principal office of the Partnership, or at
such other address as the General Partner may hereafter
specify in a notice duly given as provided herein.
18.2 Survival of Rights. This Agreement shall be binding
upon and inure to benefit of the Partners and their
respective heirs, legatees, legal representatives, successors
and assigns.
18.3 Amendment. This Agreement may be amended,
modified, or changed only after obtaining a Supermajority
Vote of the Limited Partners. When voting on
whether to approve or reject proposed changes to this
Agreement, Limited Partners shall be permitted to vote
separately on each proposed change. Notwithstanding
the foregoing, the General Partner is authorized to
amend Exhibit A of this Agreement, at any time and
from time to time, without the approval of the Limited
Partners, solely to reflect the admission of additional
Limited Partners, changes in the number of Units resulting
from the issuance of new Units or redemption
of Units pursuant to this Agreement, changes resulting
from the transfer of Units approved in accordance with
Article XV, changes in Capital Contributions of the
Partners, changes in the Unit Price, and any changes
in address or other contact information received from
any Partner and to amend this Agreement without the
approval of the Limited Partners to the extent necessary
to comply with the U.S. federal income tax regulatory
allocations as provided in Section 10.2.
18.4 Arbitration. Any dispute, controversy or claim arising
out of or in connection with, or relating to, this
Agreement or any breach or alleged breach hereof
shall, upon the request of any party involved, be submitted
to, and settled by, arbitration in the City of Atlanta,
State of Georgia, pursuant to the commercial
arbitration rules then in effect of the American Arbitration
Association (or at any time or at any other place
or under any other form of arbitration mutually acceptable
to the parties so involved). Any award rendered
shall be final and conclusive upon the parties and a
judgment thereon may be entered in the highest court
of the forum, whether federal, state or international,
132 INFRATRUST 2 I Emissionsprospekt
having jurisdiction. The expenses of the arbitration
shall be borne equally by the parties to the arbitration,
provided that each party shall pay for and bear the cost
of its own experts, evidence and counsel’s fees, except
that in the discretion of the arbitrator, any award may
include the cost of a party’s counsel if the arbitrator
expressly determines that the party against whom such
award is entered has caused the dispute, controversy
or claim to be submitted to arbitration as a dilatory
tactic.
18.5 Headings. The captions of the articles and sections
of this Agreement are for convenience only and
shall not be deemed part of the text of this Agreement.
18.6 Agreement in Counterparts. This Agreement, or
any amendment hereto, may be executed in counterparts
each of which shall be deemed an original Agreement,
and all of which shall constitute one agreement,
by each of the Partners hereto on the dates respectively
indicated in the acknowledgements of said Partners,
notwithstanding that all of the Partners are not
signatories to the original or the same counterpart,
to be effective as of the day and year first above written.
18.7 Governing Law. This Agreement shall be governed
and construed according to the laws of the State of
Delaware governing partnerships; provided, however,
that causes of action for violations of federal or state
securities laws shall not be governed by this Section.
18.8 Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or
neuter, singular or plural, as the identity of the Person
or Persons may require.
18.9 Separability of Provisions. Each provision of this
Agreement shall be considered separable and if for any
reason any provision or provisions hereof are determined
to be invalid and contrary to any existing or future
law, such invalidity shall not impair the operation,
or affect those portions, of this Agreement which are
valid.
IN WITNESS WHEREOF, the undersigned hereby execute
this Agreement of Limited Partnership of Infra-
Trust Asset Pool, LLLP under seal as of the date and
year first above written.
Limited Partners:
_______________________________
InfraTrust 2 GmbH & Co. KG
Berlin, July 31, 2007
General Partner:
InfraTrust Partner, Inc.
_______________________________
InfraTrust Partner Inc.
Berlin, July 31, 2007
Exhibit A
SCHEDULE OF PARTNERS,
CAPITAL CONTRIBUTIONS, AND UNITS
Exhibit B
ELIGIBILITY CRITERIA
FOR INVESTMENT IN INFRASTRUCTURE ASSETS
Exhibit C
VALUATION METHOD
FOR PARTNERSHIP PROPOERTIES