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of the shares prior to the date six months have elapsed from
the date this Agreement is executed. In any transfer of the
Shares, the Limited Partners shall comply with the
prospectus delivery requirements of the Securities Act of
1933.
* * * * * * *
7.3 Management Fees. SCA Management Company, a
subsidiary of SCA, will enter into a Management Agreement
with the Partnership pursuant to which SCA Management
Company will provide management, purchasing and other
services and support to the Partnership. SCA Management
Company will be reimbursed for any direct costs incurred in
managing the Partnership and will be paid an annual
management fee equal to 6% of the Partnership’s Gross
Revenues payable monthly.
VIII. ALLOCATION OF INCOME AND LOSS: CASH DISTRIBUTIONS
8.1 Available Cash Flow. The Partnership shall
distribute Available Cash Flow and any other property
received by the Partnership as a result of the operations of
the Center or sale of its assets (a) 1.1366% to the holder
of each outstanding Unit,(b) 10.3% to [Beaver Medical
Clinic] and (c) the balance to the General Partner.
* * * * * * *
8.4 Profits and Losses. Profits and losses shall
be allocated 10.3% to [Beaver Medical Clinic], 1.1366% to
the holder of each Unit and the balance to the General
Partner. * * *
* * * * * * *
IX. RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER
9.1 Powers. The management and control of the
Partnership and its business and affairs shall rest
exclusively with the General Partner, which shall have all
the rights and powers which may be possessed by a general
partner pursuant to the Act, and such additional rights and
powers as are otherwise conferred by law or are necessary,
advisable or convenient to the discharge of its duties under
this Agreement. The General Partner shall be the “tax
matters partner” within the meaning of the Code. Without
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