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The Limited Partner ayrees that it shall not, directly or
indirectly, acquire (other than through the receipt of a pro
rata dividend to all holders of the same class) any more of the
securities referred to below its sig~ature to its Subscription
Agreement, or, in the case of the initial Limited Partner, this
Agreement, or any other securities of the General Partners or
any corporate aFfiliate (within the meaning of Section 1504(a)
of the Code) of the General Partners without the General
Partners' prior written consent. The Limited Partner further
agrees to advise the General Partners in writing promptly after
the disposition of any securities reflected in its
above-mentioned statement or thereafter acquired with the pxior
written consent of the General Partners. The Partners agree
tnat, if the Limited Partner shall misrepresent the matters
speci~ied in Paragraph (d} of tnis Paragraph 27, or otherwise
violaCe the provisioas oE this Paragraph 27, a measure of the
damages therefor shall be the after-tax effects on the other
Partners of any reclassification or termination of the
Partnership for Federal income tax purposes resulting ~from such
misrepresentation or violation and the reasonable expenses of
defending against any such reclassification or attempted
reclassification or assertion of a termination resulting from
such misrepresentation or violation.
28. Entire Agreement. This Agree~ent contains the entire
understan~ing Ge~weer~ ~rie G~nerai ~aCtnecs and the Limited
Partner and superse~es any prior written or oral agreements
between them respecting the within subject matter. 1'here are
no representati~ns, agreements, arrangements or understanaings,
oral or written, between and among the Partners hereto relating
to the subject matter of this Agreement whi~h are not fully
expressed herein.
29. Amendment. This Agreement is subject to amen~ment
only with the consent of both General Partners and 75$ of the
Limited Partner, and such amendment shall be effective as of
such date as rnay be determined by them. It contains the entire
agreement beLween the parties and supersedes all prior writings
or representa~ions_
30. Agreement in Counterparts. Notwithsr_anding any of the
foregoing, this Agreernent may be executed in several
counterparts ana a11 so executed shall constitute one
agreement, binding on all parties, notwithstanding that all the
parties are not signatory of the original or the same
counterpart. -
31. Gender. The gender of pronouns as used herein, where
the context requires, shall be deemed to include the masculine,
feminine andjor neuter.
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