Exhibit 3.92
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
LIMITED PARTNERSHIP CERTIFICATE
In compliance with the requirements of 59 Pa. C.S. Sec. 512 (relating
to formation), the undersigned, desiring to form a limited partnership, do this
10th day of December, 1980, hereby certify:
1. The name of the partnership is ROSE HOLLOW CROSSING ASSOCIATES (the
"Partnership").
2. The character of the Partnership business shall be: To acquire real
estate, construct certain improvements thereon predominantly for sale, and with
respect to that which is not sold, to own, lease and hold the same for
investment.
3. The location of the Partnership's principal place of business shall
be: 101 Witmer Road, Horsham, PA 19044.
4. The name and place of residence of each General and Limited Partner
is designated on Schedule A attached hereto and incorporated herein by
reference. (Hereinafter, the General Partner and the Limited Partners designated
on Schedule A may sometimes be referred to as the "General Partner" and the
"Limited Partners" and sometimes be collectively referred to as the "Partners"
and individually referred to as a "Partner").
5. The term for which the Partnership is to exist shall commence upon
the date first above written and shall continue until December 31, 2030, unless
sooner dissolved in accordance with the Limited Partnership Agreement (as
hereinafter defined).
6. The amount of cash and a description of and the agreed value of
other property contributed by each Limited Partner to the Partnership as an
initial capital contribution is set forth opposite each such Partner's name on
Schedule A.
7. No Limited Partner is required to contribute to the Partnership any
additional capital contribution.
8. Capital contributions of the Limited Partners shall be returned only
upon dissolution of the Partnership and distribution of its assets, to the
extent any then remains, as provided in Article VIII of the Limited Partnership
Agreement.
9. The share of the profits or other compensation by way of income
which each Limited Partner shall receive by reason of his initial capital
contribution (his "Percentage Interest") is also set forth opposite each such
Partner's name on Schedule A. Each Limited Partner's Percentage interest is
subject, however, to adjustment as provided in Sections 2.2 and 7.7 of the
Limited Partnership Agreement.
10. Each Limited Partner's interest in the Partnership is assignable in
whole or in part, but only in accordance with the provisions of the Limited
Partnership Agreement. The requirements set forth therein include, but are not
limited to, the following: (i) the assigning Limited Partner shall give written
notice to the General Partner, (ii) the assignee shall agree in writing to be
bound by all of the provisions of the Limited Partnership Agreement, to assume
all obligations with respect to the assigned interest, and to execute such other
instruments as required by the General Partner, and (iii) the assigning Limited
Partner shall deliver to the General Partner a satisfactory legal opinion to the
effect that the assignment may be legally accomplished without registration
under all applicable securities laws; provided, however, that the assigning
Limited Partner shall not be relieved of his responsibilities under the Limited
Partnership Agreement without the consent of the General Partner. In addition,
the right of a Limited Partner to assign his interest is subject to a right of
first refusal in favor of the General Partner and the other Limited Partners as
more particularly set forth in Section 7.3 of the Limited Partnership Agreement.
An assignee of a Limited Partner's interest shall, however, only become a
substituted Limited Partner if the terms and conditions set forth in Section 7.4
of the Limited Partnership Agreement are satisfied.
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11. The General Partner has the exclusive right to admit additional
Limited Partners into the Partnership subject to the terms and conditions
provided in Section 7.7 of the Limited Partnership Agreement.
12. No Limited Partner shall have priority over any other Partner as to
contributions or compensation by way of income
13. No Limited Partner has the right to demand and receive property
other than cash in return for his capital contribution, except in certain
limited circumstances.
14. Each Limited Partner does hereby constitute and appoint the General
Partner his true and lawful attorney-in-fact, in its name, place and stead, to
execute, acknowledge, swear to and file:
(a) Any certificate (including, without limitation, this
Certificate) or other instrument which may be required to be filed by the
Partnership under the laws of any State or of the United States or deemed
necessary or desirable to accomplish the purposes of the Partnership; and
(b) Any and all instruments, modifications, or cancellations of such
certificate or instrument, including without limitation any amendment to this
Certificate required to admit any substitute or additional Limited Partner or
General Partner, to clarify any incorrect statement herein, or cancel the
Limited Partnership Agreement and this Certificate upon the dissolution and
termination of the Partnership, all in accordance with the provisions of the
Limited Partnership Agreement.
This power of attorney, being coupled with an interest, is irrevocable and shall
not be revoked by the death, incompetency or dissolution of Party Partner. This
power of attorney shall also survive an assignment by a Limited Partner of the
whole or any part of the amounts distributable to him pursuant to the Limited
Partnership Agreement. If a Limited Partner transfers his Partnership Interest,
this power of attorney shall survive the delivery of the instruments effecting
such transfer for the sole purpose of enabling the General Partner to execute,
acknowledge, swear to and file any and all instruments necessary to effect the
substitution of the transferee as a Limited Partner and until the transferee is
admitted to the Partnership as a substitute Limited Partner, such power of
attorney shall remain in full force and effect.
15. As between the General Partner and the Limited Partners, the terms
of this Limited Partnership Certificate are qualified in their entirety by the
Limited Partnership Agreement dated as of December 10, 1980 (the "Limited
Partnership Agreement") by and between all of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Certificate on the
day and year first written above.
GENERAL PARTNER
Rose Hollow Crossing, Inc.
Attest: Bruce E. Toll, sec. By: Robert I. Toll
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President
LIMITED PARTNERS
Robert I. Toll
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Sworn to, signed, sealed and delivered ROBERT I. TOLL
this 15th day of December 1980.
Dianne E. Wilson
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Notary Public
Bruce E. Toll
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BRUCE E. TOLL
Sworn to, signed, sealed and delivered
this 15th day of December 1980.
Dianne E. Wilson
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Notary Public
[Notary Seal]
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SCHEDULE A
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Name and Address Initial Capital Contribution Percentage Interest
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GENERAL PARTNER
Rose Hollow Crossing, Inc. 1%
101 Witmer Road
Horsham, PA 19044
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LIMITED PARTNERS $100.00 49.5%
Robert I. Toll
P.O. Box 224
Solebury, PA 18963
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Bruce E. Toll $100.00 49.5%
1477 Rydal Road
Rydal, PA 19046
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