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AG 1997 12 15
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AG 1997 12 15
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Last modified
3/25/2002 6:32:25 PM
Creation date
11/27/2017 11:54:54 AM
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Meeting Minutes
Doc Type
Agenda
Meeting Minutes - Date
12/15/1997
Board
Board of Commissioners
Meeting Type
Regular
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pursuant to the provisions of Sections 6.5 and 6.6, no salaries <br />as such shall be paid to any of the Partners. <br /> <br /> 6.5 Payments to Partners and Affiliates. The Partnership <br />may acquire property or services from Partners. Any transaction <br />by the Partnership with Partners, however, shall be on terms <br />reasonably competitive with those which may be obtained from <br />Persons who are not Partners. <br /> <br /> 6.6 Manaqement Aqreement. The Partnership is expressly and <br />specifically authorized to enter into a contract with a Person to <br />operate and manage the Partnership property for the Partnership. <br /> <br /> 6.7 Expenses. The Partnership shall reimburse each Partner <br />for all expenses properly incurred by such Partner in behalf of <br />the Partnership, including any legal, accounting, printing and <br />other costs incurred by such Partner in the organization of the <br />Partnership. <br /> <br /> 6.8 Contribution and Indemnification. In the event that <br />the Partners are required individually to pay any Partnership <br />loss, such payments shall be made pro rata in proportion to the <br />Percentage Interests of the Partners as of the date of loss, and <br />each Partner thereby agrees to indemnify and hold harmless every <br />other Partner for any excess over such Partner's share of such <br />loss as set forth in this Section 6.8. <br /> <br />ARTIC~ VII <br /> <br />RES'r~ICTIONS ON TRANSFER; DISPOSITION OF PARTNERSHIP INTERESTS <br /> <br />7.1 Transfer Restrictions; Proposed Voluntary Lifetime <br /> Dispositions. <br /> <br /> 7.1.1 Except as otherwise provided in ARTICLE VII, no <br />Partner shall sell, transfer, encumber, assign, or in any way <br />dispose of all or any portion of its Partnership Interest without <br />obtaining the prior written consent of any other Partner, unless <br />such sale, transfer or other disposition is to a Permissible <br />Transferee. A "Permissible Transferee" is any partner to this <br />agreement. In the event a Partner desires to sell, transfer or <br />otherwise voluntarily dispose of its entire, Partnership Interest <br />to anyone other than a Permissible Transferee, such Partner (the <br />"Transferring Partner") shall give notice (the "Notice of <br />Transfer") of that fact in writing to the Partnership and the <br />other Partners (the "Remaining Partners") at least ninety days <br />before the date of the proposed disposition (the"Disposition <br />Date"). The Notice of Transfer, which shall be accompanied by an <br />unexecuted counterpart of any document of transfer (or an <br />executed counterpart if available), shall name the proposed <br />transferee, the purchase price to be received for its Partnership <br />Interest, the terms of payment, and all other terms and <br /> <br /> <br />
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