HomeMy WebLinkAbout1492 B: A1ay be exercised by the Mana~ing General Par~nex•s for each
Limited Par~ner by a facsimile si~nature of one of said Mana~ing General
Par~ners or by listing all of the Limited Dartners executin~ any instru-
ment with a sin~le si~;nature of one of the Managin~ General Partners
acting as attorney-in-fact for all of them;
C~ Shall survive the delivery o~ an assignment by a Limited Part-
ner of the whole or any portion of his interest; except that where the
' assignee thereof has b een~approved by the General Partners for admission
to the partnership as a substituted Limited Partner, the Power of A~torney
shall survive the delivery of such assip~nment for the sole purpose of
enabling the General Partners to execute, aclmoivle~e and file any instru-
ment necessary to effect such substitution.
` ~ach of the Partners and each of the other parties v~ho may here-
after ob tain the right to b ecome a Partner herein, hereby constitute and
appoint the Managin~ General Partners, the true and.lawflil attorney for
such Par~ner and authorize such Mana~ing General Pat•tners, and each of
them, in the name, place and stead of any such Partner or other person
to from time to time make, execute, si~n, acl~ov~ledge, file, amend or
cancel any other instrument, not described above, as may be required
under this Agreement or by the laws of such state, in connection with
the formation, existence, transfer of interest, operation or termination
of a lim3ted partnership or the business conducted by the Limited
Partnership, and to execute deeds, notes, mort~a~es; leases, and other
instruments of conveyance or indebtedness on b ehalf or the Limited
Partnership. '
ARTICI,E XXII
I,ITIGATION
The General Partners shall prosecute or defend actions at lak• or
in equity as may b e necessary to enforce or protect the partnershiu~s
interest. No Limited Partner shall b e liable (A) as a General Partner
unless, in addition to the exercise of his ri~hts ar.d potvers as a
Limited Partner, he takes part in the mana.gement or control of the
~ paxtnership~s business, or (B) to the partnership or to the General
f Partners unless a liability of the partnership or of the General Part-
~ ners, as the case may be, is founded upon the unauthorized ac~civity
of such Limited Partner in attempting to take part in the control of
the partnership~s business.
The General Partners are hereby authorized to prosecute, defend, -
settle or compromise actions or claims at lat~~ or in equity at the
partnership~s e~pense as may b e necessary or proper to enforce or pro-
tect the partnershipts interests. The General Partners shall satlsfy
any ~ud~ment, decree or decis3on of any court, board or authority
having ~urisdiction or any settlement of any suit or claim prior to
~udgment or final decision thereon, fir~t, out of any insurance pro-
ceeds available therefor, next, out of the partnership~s assets and
income, and, finally, ii' applicable, out of the assets and income of =
the General Partners.
ARTICLE XXIII
~
r' ARBITRATION
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Any controversy~or claim arisin~ out of or relating to this A~ree-
" ment, or a portion thereof, shall b e settled bv aroitration in accordance
with the rules then obta3.ning of the American Arbitration Association in
~ ?~Iiami, Florida, and ~ud~mpnt upon the a~~~ard rendered may be entered in
~ the highest courts havin~; ~urisdiction thereof.
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LAYl UFFICES OF GOL06TEIN. FRANY,LIN. CHO~~IN R SGIittANK. P. A. 2020 NORTFIEAST iG3ao ::TRECT. NORTH MIAMI DFACH. FLOii1[)n 3Jif2 '
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