Partnerships

The Company requires a copy of the joint venture/general partnership agreement and any amendments and a certificate stating (1) the agreement has not been further amended, (2) the names of the current venturers/general partners. The Company requires joinder by all venturers/general partners where appropriate. At the time the Company is furnished these items, the Company may make additional requirements or exceptions.
Comment: You should always require a copy of the partnership/joint venture agreement and amendments. You must require joinder of all partner unless the sale involves a transfer in the ordinary course of business that is clearly authorized by less than all partners.

The Company requires a copy of the limited partnership agreement, and all amendments thereto, in order to determine who is authorized to execute documents in connection with the closing of this transaction. The Company requires satisfactory evidence that said limited partnership is registered with the Secretary of State and is in good standing. The Company requires the joinder of all general partners and evidence of the consent of all of the limited partners to the closing of this transaction, where appropriate.
Comment: You should always require a copy of the limited partnership agreement and amendments and verify that the partnership is in good standing. You must require joinder of all partners unless the sale involves a transfer in the ordinary course of business that is clearly authorized by the general partners.

[and nothing has been found of record as of the date of the search.]

A true copy of the written partnership agreement and all amendments thereto, signed by all of the general partners, must be produced and reviewed by the company in advance of closing.

Proof is required that the contemplated transaction will not result in an act in contravention of the partnership certificate or the partnership agreement, as same may be revised or amended. (See RLPA § 121-403.)

Proof is required that the foreign limited partnership has obtained a certificate of authority to do business in the State of New York. (Note: if such certificate is not obtained, a foreign limited partnership is barred from enforcing its rights in new York courts.) If such certificate is not obtained, policy will except any loss, cost or damage, including attorney’s fees, by reason of such failure, but notwithstanding such failure to obtain the certificate of authority, policy will insure the title or interest set forth herein as being vested in the insured.

Note: You may add additional local requirements here. Please consult with our underwriting personnel in preparing appropriate provisions.

Any claim because the insured is a partner in the partnership that is the mortgagor described in Schedule A.
Comment: If the lender also is a general partner (or venturer) in the mortgagor, you must add an exception because of possible loss of priority.

Any claim because the insured is a venturer in the joint venture that is the mortgagor described in Schedule A hereof.
Comment: If the lender also is a general partner (or venturer) in the mortgagor, you must add an exception because of possible loss of priority.

Any claim by reason of the operation of federal bankruptcy, state insolvency or similar creditors’ rights laws.
Comment: If the land was a partnership asset distributed to a partner, you must add this exception because of possible claims by creditors of the partnership.