General_Partnership_Agreement

General Partnership Agreement of a Business

Owned by Individuals

ARTICLES OF PARTNERSHIP OF ^ABCD ASSOCIATES

ARTICLES OF PARTNERSHIP of ^, ^, ^, and ^, dated ^, 19^.

RECITAL

The parties hereto wish:

(a) to enter together into the business of purchasing, acquiring, operating, leasing, owning and selling real property, including but not limited to that certain parcel of land described on Exhibit A hereto and all improvements constructed thereon and

(b) in order to provide for and carry out the foregoing, to form and do business as a general partnership under and pursuant to Illinois law.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows:

Definitions

As used in this Agreement the terms listed below will have the meanings stated below, and other terms defined elsewhere will have the meanings there ascribed to them: "Agreement" or "this Agreement": these Articles of Partnership.

"Bankruptcy": with respect to any Person, shall mean that such Person shall have become insolvent or generally failed to pay, or admitted in writing his or its inability to pay, debts as they become due; or shall have applied for, consented to, or acquiesced in the appointment of, a trustee, receiver or other custodian for such Person or any property of such Person, or such Person makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for such Person or for a substantial part of the property of such Person and is not discharged with sixty days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced in respect of such Person and if such case or proceeding is not commenced by such Person, it is consented to or acquiesced in by such Person or remains for sixty days undismissed; or such Person takes any action to authorize, or in furtherance of, any of the foregoing.

"Partner": each or any of the parties hereto and any other Person or entity that may hereafter become a partner of this Partnership pursuant to the terms of this Agreement.

"Partnership": the general partnership formed under and pursuant to this Agreement.

"Person": a natural person, partnership, corporation, unincorporated association, trust,

estate or any other entity.

"Retirement": the determination of a Partner, of which notice shall have been given to all other Partners, no longer to continue as a Partner.

Section 1

NAME

The name of the Partnership shall be "^ABCD Associates."

Section 2

PRINCIPAL PLACE OF BUSINESS

The Partnership's principal office and place of business (the "Office") shall be ^, ^, Illinois.

The Partnership shall have such other or additional offices as the Partners may from time to time designate in accordance with this Agreement.

Section 3

BUSINESS AND PURPOSE

3.1. The Partnership's business and purpose are to acquire, hold, manage, operate, develop, sell and lease real property or interests therein ("Property"), including but not limited to that certain parcel of land and all improvements constructed thereon described on Exhibit A hereto, and to engage in any other business that the Partners, acting in accordance with Section 8 of this Agreement, shall determine.

3.2. The Partnership shall have authority and power to engage in any other activities necessary to conduct the business described in Section 3.1 including, by way of illustration and not limitation, arranging for and delivering contracts of sale, deeds, leases, deeds of trust, ground leases, mortgages, notes and other evidence of indebtedness, security agreements, and other security instruments; entering into agreements for the construction, design and management of improvements; and doing all things reasonably incident to the development, management, leasing and sale of Property.

Section 4

TERM

The Partnership shall commence on the date of this Agreement and, unless sooner terminated in accordance with this Agreement, shall continue until the close of business on ^, 19^.

Section 5

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