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expediency of any act or action of such Managing General
Partner, and every contract, .agreement, deed, mortgage,
lease, promissory note or other instrument or document
executed by such Managing General Partner, with respect to
any of the Partnership Property or Partnership Assets,
shall be conclusive evidence in favor of any and every s
person relying thereon or claiming thereunder that (a) at
the time or times of the execution and/or delivery thereof,
the Partnership was in full force and effect, (b) such
instrument or document was duly executed and authorized and "
is binding upon the Partnership and all of the Partners
thereof, and (c) such Managing General Partner executing and
delivering the same was duly authorized and empowered to
execute and deliver any and every such instrument or document
for and on behalf of the Partnership. It is expressly
understood and agreed that the manner of holding title to j
the Partnership Property (or any part thereof) and any
Partnership Assets are solely for the convenience of the
Partnership. Accordingly, the spouse, heirs, executors or
administrators, beneficiaries, distributees, successors or
assigns, of any Partner shall have no right, title or interest
in or to any of the Partnership Property or any Partnership
Assets by reason of the manner in which-title is held;
rather, the Partnership Property and any Partnership Asset
~ shall be subject to the terms of the Agreement.
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ARTICLE X
Rights of the Limited Partners
10.1 Limited Liabilit of Limited Partners: No Limited
Partner shall be cable for any o the losses, debts or
-obligations of the Partnership, or be required to lend any
funds to the Partnership; provided, however, that a Limited
Partner may be required by the Act to return any or all of
~ that portion of his Capital Contribution which has been distri-
~ buted to him, with interest, if necessary, to meet obligations
of the Partnership which were incurred prior to such distri-
bution.
10.2 Limitation U on Limited Partners' Authorit No "
~ Limited Partner, as such, sha take part in the management
of the business, transact any business for the Partnership,
or have the power to sign for or to bind the Partnership to
any agreement or document, said powers being vested solely
and exclusively in the General Partners. No action taken or
attempted~to be taken by one or more of the Limited Partners
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BOOK J~~ PAGE 542
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