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their true and lawful atturney-in-fact in the name of the.
Partnership to execute, acknowl~dge and deliver deeds and
contracts for deed to portions of the Property which are sold
in the orciinary course of the Partnership business, and no
person dealing with Managing General Partner shall be required
t0 ascertain whether OC 1'lnf ~1?naninn,~ !`~,^+l+i~,.~ T'~LLiit.a ~~ ~Ci.iny
within the scope of its authority. Nothing herein shall
relieve Manag~ing General Partner of its responsibility to
account to the Partnership for its actions. No purchaser,
mortgagee, lessee, assignee or opLionee shall be required to
ascertain whether the provisions of Paragraph 12 have been
met. The Managing General Partner shall promptly deliver to
the Partnership a copy of each document executed or delivered
pursuant to the provisions of this Paragraph 12. The Power of
Attorney granted by this Paragraph may be revoked at any time
by the General and the Limited Pactner by filing notice of
revocation in the Public Records of Martin County, F'lorida;
but, until such revocation is actually recorded i:~ said Public
Records, it shall be conclusively presumed that such Fower is
in full force and effect.
I3. Assiqnnient of the Manaying General Partner's
Interest. Harbour Ridge, Inc. shall not assign, pledge,
encumber, sell or otherwise dipsose af its interest as Managing
General Partner in the Partnership, or enter into any agreement
as a result of which any person, firm or corporation shall havP
any interest in the Partn~r~hip ~~ the Managing General .
Partner's share of distributions therefrom without approval of
the Limited Partner owning over SIJ$ of the Liinited Fartnership
Interest and the approval of Fairfield. Any transfer of the
corporate stock resulting iri a change in the voting control of
the Managing General Partner shall be deemed to be an
assignment unless such change of stock ownership results from
the cieati~ ~r disabilit~~ of a sto~~hoi~3er or from a transfer of
an interest in the Managing General Partner to induce a person
approved by Fairfield to become the Chief Executive Officer of
the tdanaging General Partner provided tnat such portian of the
transfer which is not vested is voided under terms suitable to
Fairfield in the event such transferee is terminated by either
General Partner. Dissolution of the Managing General Partner
shall not be deemed an assignment, provided the former
stockholders shall form a partnership to act as a General
Partner. All stock certificates of Harbour Ridge, Inc. shall
restrict transfer in accordance with this Paragraph.
14. Assignment of Fairfield's Limited Partner's Interest.
The interest of Fairfield or the Limited Partner may not be
assigned, mortgaged, sold, or otherwise disposed of, and
Fairfield and the Li~nited Partner shall not have the right to
substitute an assignee in its place except as hereinafter
prc~vided:
8i!~K -J~ PaGE ~~~
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