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(a) No assignee, legatee or distributee of the whole
or any portion of the Limited Partner's interest or of
r'airfield's General Partnership interest in the Partnership
shall have the right to become a substituted Limited_Partner or
a C;PnPra~ partner ir_ nla~P ~f his prede~Pssor an ~nterest W;*!;
respect to the whole or any portion of said iriterest without
the written consent of the Managing General Partner.
(b) As a condition to admission as a substituted
Limited Partner or General Partner with respect to the whole or
any portion of the interest of his predecessor in interest,
such assignee, legatee, or distributee shall execute and
acknowle~ge such instruments, in form and substance
satisfactory to the Managing General Partner as the Managing
General Partner shall deem necessary or desirable to effectuate
such admission and to confirm the agreement of the person being
admitted as such substi~tuted Limited Partner or General Partner
to be bound by all of the terms and provisions of this
Agreement, as the same may have been amended and then in
force. Such assignee, legatee, or distributee shall pay all_
reasonable expenses in connection with such admission as a
substituted Limited.Partner or General Partner, including, but
not limited to, legal fees and the cost of the preparation,
filing and publishing of any amendment to the Certificate of
Limited Partnership, if necessary or desirable in connection
therewith. -
(c) The Managing General Partner's failure or refusal
to grant consent to admi~sion of a substitute Limited Partner
or General Partner shali not affect the validity and
effectiveness of any such instrument as an assignment of the
right to receive Partnership distributions applicable to such
i~terest ur~der this Agreer~~ent, provided such ir~str~~r~ent is in
form reasonably sa"tisfactory to the Managing General ~artner, a
duly executed and acknowledged counterpart is filed with the
Partnership and provided further that the Partnership Interest,
or any portion thereof, i_s nat being transferred to a person
below the age of twenty-one (21) years or to a person
theretofore adj~dged to be insane or incompetent. Any such
attempted assignment, transfer, pledge or hypothecation shall
be void and ineffectual and shall not bind the Partnership.
15. Power of Attornev. For the purpose of complying with
this Agreement, the Limited Partner does hereby constitute and
appoint the Managing General Partner its true and lawful
attorney or attorney-in-tact for it and in its name, and on its
behalf to sign, certify under oath and acknowledge.
(a) A Certificate of Limited Partnership under the
iaws of the State of Florida, including any amendments thereto,
for any.purposes of this Agreement.
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