§ 121-101. Definitions. As used in this article, unless the context
otherwise requires:

(a) "Certificate of limited partnership" means the certificate
referred to in section 121-201 of this article, and the certificate as
amended.

(a-1) "Affidavit of publication" means the affidavit of the printer or
publisher of a newspaper in which a publication pursuant to sections
121-201 and 121-902 of this article has been made. The affidavit of
publication shall be in a form substantially as follows:

"Affidavit of Publication Under Section (specify applicable section)
of the Partnership Law
State of New York,
County of ________, ss.:

The undersigned is the printer (or publisher) of ______________ (name
of newspaper), a _________ (daily or weekly) newspaper published in
________________, New York. A notice regarding _______________ (name of
limited partnership) was published in said newspaper once in each week
for six successive weeks, commencing on __________ and ending on
________. The text of the notice as published in said newspaper is as
set forth below, or in the annexed exhibit. This newspaper has been
designated by the Clerk of ________ County for this purpose.
_____________________(signature)
_____________________(printed name),
_____________________(jurat)"

The text of the notice set forth in or annexed to each affidavit of
publication shall: (i) include only the text of the published notice,
(ii) be free of extraneous marks, and (iii) if submitted in paper form
be printed on paper of such size, weight and color, and in ink of such
color, and in such font, and be in such other qualities and form not
inconsistent with any other provision of law as, in the judgment of the
secretary of state, will not impair the ability of the department of
state to include a legible and permanent copy thereof in its official
records. Nothing in this subdivision shall be construed as requiring the
department of state to accept for filing a document submitted in
electronic form.

(a-2) "Certificate of publication" means a certificate presented on
behalf of the applicable limited partnership to the department of state
together with the affidavits of publication pursuant to section 121-201
or 121-902 of this article. The certificate of publication shall be in a
form substantially as follows:

"Certificate of Publication of ______ (name of limited partnership)
Under Section _______ (Specify applicable section) of the Partnership
Law

The undersigned is the _________ (title) of ___________ (name of
limited partnership). The published notices described in the annexed
affidavits of publication contain all of the information required by the
above-mentioned section of the partnership law. The newspapers described
in such affidavits of publication satisfy the requirements set forth in
the partnership law and the designation made by the county clerk. I
certify the foregoing statements to be true under penalties of perjury.

Date

Signature

Printed Name"

(b) "Contribution" means any cash, property, services rendered, or a
promissory note or other binding obligation to contribute cash or
property or to render services, which a partner contributes to a limited
partnership in his capacity as a partner.

(c) "Distribution" means the transfer of property by a limited
partnership to one or more of its partners in his capacity as a partner.

(d) "Event of withdrawal of a general partner" means an event that
causes a person to cease to be a general partner as provided in section
121-402 of this article.

(e) "Foreign limited partnership" means a partnership formed under the
laws of any jurisdiction, including any foreign country, other than the
laws of this state and having as partners one or more general partners
and one or more limited partners.

(f) "General partner" means a person who has been admitted to a
limited partnership as a general partner in accordance with the
partnership agreement and, if required by the law of the jurisdiction
under which the limited partnership or foreign limited partnership, as
the case may be, is organized, is so named in the certificate of limited
partnership or similar instrument.

(g) "Limited partner" means a person who has been admitted to a
limited partnership as a limited partner in accordance with the
partnership agreement or as otherwise provided by the law of the
jurisdiction under which the limited partnership or foreign limited
partnership, as the case may be, is organized.

(h) "Limited partnership" and "domestic limited partnership" mean,
unless the context otherwise requires, a partnership (i) formed by two
or more persons pursuant to this article or which complies with
subdivision (a) of section 121-1202 of this article and (ii) having one
or more general partners and one or more limited partners.

(i) "Majority in interest of the limited partners" and "two-thirds in
interest of the limited partners" mean limited partners whose aggregate
share of the current profits of the partnership constitute more than
one-half or two-thirds, respectively, of the aggregate shares of all
limited partners.

(j) "Office of limited partnership" means the office of the location
of which is stated in the certificate of limited partnership of a
domestic limited partnership, or in the application for authority of a
foreign limited partnership or any amendment thereof. Such office need
not be a place where business activities are conducted by such limited
partnership.

(j-1) "Other business entity" means any person other than a natural
person, general partnership (including any registered limited liability
partnership or registered foreign limited liability partnership) or
domestic limited partnership.

(k) "Partner" means a limited or general partner.

(l) "Partnership agreement" means any written agreement of the
partners as to the affairs of a limited partnership and the conduct of
its business.

(m) "Partnership interest" means: (i) a partner's share of the profits
and losses of a limited partnership; and (ii) a partner's right to
receive distributions.

(n) "Person" means a natural person, partnership, limited partnership
(domestic or foreign), limited liability company (domestic or foreign),
trust, estate, custodian, nominee, association, corporation or any other
individual or entity in its own or any representative capacity.

(o) "Process" means judicial process and all orders, demands, notices
or other papers required or permitted by law to be personally served on
a limited partnership (domestic or foreign), for the purpose of
acquiring jurisdiction of such limited partnership in any action or
proceeding, civil or criminal, whether judicial, administrative,
arbitrative or otherwise, in this state or in the federal courts sitting
in or for this state.

(p) "State" means a state, territory, or possession of the United
States, the District of Columbia, or the Commonwealth of Puerto Rico.