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Cener,~1 and Lf,mited, in amounts proportionate ~o their respective
partnership percentages. ~
In the event that a Limited Parti~er shall, in the absence o£ a ~
General Partner, liquidate the partnership, it is agreed and established .
that ~uch dissolvin~ Limited Partner shal7. not b ecome a General Paxtner
in the partnership, but shall rema3n a Limited Partner with on~y such
adciitional powers ~ranted to him as may be necessary or required to per-
for~n his responsibility to promptly liquidate ~nd dissolve the partner- !
ship. r
ARTICLE XIX ~
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PERSONAL LIABILITY FOR THE RETURN uF CAPITAI? AND LOANS ~
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The Ge~eral Par~ners shaZl not b e personally liable for the return ,
of
all or any portion of the capital of any Limited Partner or for the
repayment of all or any portion of any loan to a Partner, it bein~ `
expressly understood that any such return of capital and/or repayment '
of any such loan shall be made solely from ~he assets (vrhich shall not
include the ri~
ht of contribution Prom any General Partner) of
the ;
partnership. ~
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ARTICLE YX '
~ - TAX ELECTIONS .
The General Partners may take all necESSary action to avail the
partnership of the elections provided in Sect~ons 734, 743, and 754 of
the Internal Revenue Code of 1954, as amend~d, during such fiscal per-
iods as they deem advisable.
ARTICLE XVI
P01iER OF ATTORNFY -
Concurrently with the written acceptance and adoption of the pro-
visions of this A~reement, each Limited"Partner shall execute and deliver
to the Genera~ Partners, a Po~•ier of Attorney, in form acceptable to the
General Partners, in which each Mana~in~ General Partner is constituted
and appointed as the attorney in fact for such Limited Partner Vrith
power and authority to act in his name and on his b ehalf in the execu-
tion, acknow~edcment and filin~ of documents, v~hich will include, but
not b e limited to the fo1loV~ing:
; A~ A Certificate of Limited Partnership, as well as amendments
thereto, under the la~~rs of the State of Florida and the laws of any
' other stat~ in which sueh a Cert~.ficate is required to be filed;
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; B-. Any other instrument which may be required to be filed by the
; partnership under the laws of any state or by any governmental a`ency,
in which tYie General Partners deem it advisable to file;
~ C: Any documents which may b e required to effect the continuation
~ of the partner.ship, the admission of an add3tional or substituted Limited
Partner, or the dissolut?on and termination of the partnership, provided
such cont;inuation, ~dmission or dissolution and termination are in ac-
cordance with the terr:is of this At^~reement.
The Pot•rer of Attorney so concurrently ~*ranted by each L3mited
Partner to the General Partners:
~ A: Is a spec3al Power of Attorney cotroled v~ith an interest, is
irrevocable, and sha11 survive the death oi' the Limiteci Partner;
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LA'.Y OFFICES OF GO~DST61N. FRt,NKUN. CHONIN H SCHRANi', p. A, 2020 MORTHEAST IG3ao STREET. NORTH MIAMI bEACH. FLWiIDA 331f2 '
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