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ARTICLE 13 <br />MISCELLANEOUS <br />13.01 Return of Capital Accounts. Notwithstanding anything in this Agreement to the <br />contrary, the General Partner shall not be personally liable for the return of the capital <br />contributions of the Limited Partners, or any portion thereof, it being expressly understood that <br />any such return of the capital contributions of Limited Partners shall be made solely from <br />Partnership assets. <br />13.02 Meetings of the Partners. Meetings of the Partners• shall be held not less than <br />seven (7) days nor more than twenty -one (21) days after receipt of written notice from the <br />General Partner. The General Partner shall give notice of a meeting of the Partners at any time <br />upon its choosing or within seven (7) days after the General Partner shall receive a written <br />demand for a meeting from the holders of a sixty -six and two - thirds percent (66 2/3 %) interest of <br />the Limited Partnership Units. <br />13.03 Tax Matters Partner. The General Partner shall serve as the Tax Matters <br />Partner of the Partnership, as provided in regulations issued pursuant to Section 6231 of the <br />Code. Each Partner, by the execution of this Agreement, consents to such designation of the Tax <br />Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at <br />the appropriate public offices such documents as may be necessary or appropriate to evidence <br />such consent. The Partnership shall indemnify and reimburse the Tax Matters Partner for all <br />expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in <br />connection with any administrative or judicial proceeding with respect to the tax liability of the <br />Partners. The payment of all such expenses shall be made before any distributions to Partners are <br />made by the Partnership. Neither the General Partner, nor any other person, shall have any <br />obligation to provide funds for such purpose. The taking of any action and the incurring of any <br />expense by the Tax Matters Partner in connection with any such proceeding, except to the extent <br />required by law, is a matter in the sole discretion of the Tax Matters Partner. <br />13.04 Amendments. This Agreement may be amended and the observance of any <br />terms or conditions of this Agreement may be amended only with the written approval of the <br />holders of a majority in interest of the Limited Partnership Units, and with the consent of the <br />General Partner; provided, however, that no such amendment may be made if such amendment <br />would cause a default of any obligation of the Partnership or if such amendment would cause a <br />breach of any agreement to which the Partnership is a party or if any such amendment would <br />cause a breach of any Partnership obligation. <br />13.05 Notices. All notices, consents or other instruments hereunder shall be in writing <br />and mailed by United States mail, postage prepaid, and shall be directed to the parties hereto at <br />the last addresses of the parties furnished by them in writing to the Partnership, and to the <br />Partnership at its principal office. The Partnership and /or any Partner shall have the right to <br />designate a new address for receipt of notices by notice addressed to the Partners and /or the <br />Partnership and mailed as aforesaid. Such notices shall be made a permanent part of the <br />Partnership records. <br />13 <br />