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HomeMy WebLinkAbout1485 ARTICI,E XV PARTNERSHIP FtTNDS The funds of the partnership shall be deposited in such account - or accounts as shall be desi~nate3 by the General Partners; all with- drawals against such accounts shall be made by the General Partners or by their properly delegated agents. ARTICLE XVI Z•RANSFER OF PARTNERSHIP INTEREST A~ In General: A Partner may not sell, assign, transfer or otherwise dispose of or pled~e, hypothecate or in any manner en- cumber his interest in the partnership or any part thereoF except as permitted in this Article, and any act in violation of this Paragraph ; shall b e null and void as against the partnership. ' B: General P~.rtners: Any General Partner may by written instru- ; ment and amenc~r?ent to the partnership aoreement 1) transfer ~11 of the - ± interest oz•med by the General Partner, substitute one or more General Partners to act in its place, and 3) admit any General Partners, sub~ect to ratification vo te of the General Partners and the Limited Partners holding fifty (50~) percent of the then outstanding units, at a meeting to b e promptly called; provided, however, that nothing in these Articles shall b e deemed to prevent the transfer o.f either: l. The interest of a General Partner to another person then a General Partner; or t 2. All of the interests in the partnership of all of the ~ General Paricners to a corporation controlled by the General Partners and the assuinption of the rights and duties of the ~ General Partners in ~:he partnership by such transferee corpo- ; ration under circumstances whereby the partnership shall not ~ lose its status as a partnership under the Internal Revenue ~ ~ Code and a.ll rulings and regulations promulgated thereunder. ° ~ i I i I C: Limited Partners: ' ' E 1. Each Limited Partner represents and warrants tYiat he is acquiring his interest herein for his own account for inves~mEnt purposes only and not with a vieYr to the sale or disposit:Lon of, - or with the present intention of selling or distribut3ng all or any part thereof. 2. The General-Partners may pursuant to this Article admit as a Limited Partner any suecessor i.n interest to a Limited Part- ner either deceased or under le~al disability, and admit addi- tional Limited Partners pursuant to Article VII, Paragraph (D), and pursuant to this Article admit as substitcuted Limited Partners, assignees of Limited Partners. ~ a. A substituted Limited Partner is a person ad- mitted to all the rights of a Limited Partner. . ~ b. An assignee is a person to trhom a Limited Partner ~ ~ has assigned his partnership interest but t~~ho has not become ~ a sub s~ita~;ed Limited Partner. An assijnee shall have no . righ~ to require any information or account of the par~ner~ shipts transactions or to inspect the pari;nership~s books C but shall only be entitled to receive the share of the ` profits or other compensation by rray of income, or the return oi' th'e capital contribution, to which his assi~nor - would othert~~ise be entitled as set forth in sub-paragraph (6.) of this Para~raph. Said assi~nee shall, however, < . ~~2- ao~K206 ~~~148~ ~ LA\V OFFICCS OF GOLDSTFIN. ~RAt~NLIN. CNONIN Q_,CNCA:3K, P. A., ?02G f~ORTHCAST 1G3RO 57REET. NOFiTH MIAMI DCAGH. PLORIDA i31G~ ' - - ~ ' `y` _ z„__ , .