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ARTICLE IX
Rights, Powers and Duties of the
General Partners
• 9.1 Ri hts and Powers: The management and control of
the Partnership an its usiness and affairs shall rest
exclusively with the General Partners, who shall have all
the rights and powers which may be possessed by a general
partner pursuant to the Act. In the event of the withdrawal
of the General Partners or the removal of the General Partners
as provided in Section 9.4 or Section 10.4, the remaining
General Partner or General Partners, if any, shall have the
right at his (their) election to continue the business of
the Partnership. In the event there is no remaining General
Partner, the business of the Partnership may be continued
with the consent of all the Limited Partners.
Except as expressly provided herein, the authority
of the General Partners, to manage the business of the Part-
nership shall be exercised only by the Managing General
~ Partner, and the Managing General Partner is hereby given
the right to execute all documents on behalf of the Partner-
M ship.
9.2 Rights and Powers of the General-Partners: The
rights and powers of the Genera Partners s a~~include the
following rights and powers:
(A) To delegate all or any of their duties here-
under, with the exception of their duty to provide all
executive, supervisory and administrative services for the
Partnership's operations, as provided in Section 9.7, and in
furtherance of any .such delegation, to appoint, employ, or
contract with any person whom the General Partners may,.in
~ their sole discretion, deem necessary or desirable for the
transaction of the Partnership's business, provided, however,
that the General Partners shall continue to be primarily
responsible for the performance of all such obligations;
(B) To expend the Partnership capital and revenue
in furtherance of its business;
• (C) To manage, operate, develop, and sell Partner-
ship Property and investments, and enter into operating
agreements with others with respect to properties and invest-
-11- aooK322 PACE 535