HomeMy WebLinkAbout0544 (B) The assignee agrees in writing to be bound by
the provisions of this Agreement; and
(C) The General Partners unanimously so consent
in writing. The General Partners will agree to the assignment
only if the assignee is a person of such knowledge and
experience in business and financial matters and is a person
of such financial substance that the General Partners would
have permitted such assignee to purchase a Partnership
Interest at the time of the formation of the Partnership.
If the conditions of this Section 11.1 are met, the
assignee shall have the right to become a Substitute Limited
Partner upon the payment of a fee of Three Hundred Dollars
($300) to the Partnership to cover the cost and expenses of
preparation, execution and recordation of an amendment to
this Agreement. In such event, the General Partners shall
I! prepare (or cause to be prepared) for recordation an amendment
to this A reement to be si ed and sworn to b the General
~ Partners, by each of the L mited Partners, by the assigning
Limited Partner and by the assignee. Each Limited Partner,
i by his signature hereto, does hereby appoint the General
~ Partners his true and lawful attorneys-in-fact, in such
~ Limited Partner's name and behalf, to sign, certify under
oath and acknowledge any and every such amendment and to
execute whatever further instruments may be requisite to
effect the substitution of a Limited Partner, such power of
attorney being irrevocable and a power coupled with an
interest so long as any of the General Partners remains a
General Partner of the Partnership. Unless named in this
Agreement, or unless admitted to the Partnership as above
provided, or unless admitted to the Partnership by unanimous
written consent of all Partners, no person shall be considered
a Partner. The Partnership, each Partner and. any other
person or persons having business with the Partnership need
deal only with the Partner so named or so admitted; they
shall not be required to deal with any other person by
~ reason of an assignment by a Limited Partner or by reason of
the death of a Limited Partner, except as otherwise provided
in this Agreement. In the absence of the substitution (as
provided herein) of a Limited Partner for an assigning or
deceased Limited Partner, any payment to a Limited Partner
or to his executors ~or administrators shall acquit the
Partnership and the General Partners of all liability to any
I other persons who may be interested in such payment by
reason of an assignment by, or the death of, such Limited
Partner. ~
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