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LIMITED PARTNERSHIP <br />AGREEMENT <br />OF <br />AMV FAMILY LIMITED PARTNERSHIP <br />THIS AGREEMENT is made and entered into as of the 31St day of December, 2004 <br />and effective January 1, 2005 by and among the Alfons Marcell Van Overberghe Revocable <br />Trust ult/d March 2, 2004, as amended and restated, as general partner (the "General <br />Partner"), and those parties identified in Exhibit A as the limited partners (the "Limited <br />Partners"). The General Partner and the Limited Partners hereinafter are sometimes referred <br />to collectively as the "Partners." <br />WITNESSETII: <br />~~ WHEREAS the parties hereto wish to form a limited partnership, governed by the <br />Indiana Uniform Limited Partnership Act (the "Act"), under the name and style of AMV <br />FAMILY LIMITED PARTNERSHIP (the "Partnership"); and <br />WHEREAS the parties hereto have agreed to conduct the Partnership business under <br />this partnership agreement (the "Agreement"), which shall govern the rights and duties of <br />the parties, and which constitutes the entire agreement from and after the date hereof; <br />NOW, THEREFORE, in consideration of the premises and the mutual covenants <br />of the parties hereto, and for other good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, the parties hereby agree as follows: <br />ARTICLE I <br />FORMATION, NAME, AND PRINCIPAL <br />PLACE OF BUSINESS <br />1.1 Formation. The parties hereto do hereby form the Partnership as a limited <br />partnership under the provisions of the Act upon the terms and conditions, and for the <br />limited purposes and scope, set forth in this Agreement. <br />1.2 Name. The firm name and style under which the Partnership will conduct <br />its business shall be AMV FAMILY LIMITED PARTNERSHIP. <br />Page 1 of 26 Pages <br />