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9.4.1.5. Submit a Partnership claim or
liability to arbitration or reference; or
9.4.1.6. Dispose of the goodwill of the
Partnership.
* * * * * * *
9.6. Medical Advisory Group. The Partnership shall
have a Medical Advisory Group consisting of six Limited
Partners appointed annually. Three members of the Medical
Advisory Group shall be appointed by [Beaver Medical
Clinic]. The three remaining members shall be appointed by
the General Partner. Vacancies in the Medical Advisory
Group shall be filled in accordance with the above
procedure. Subject to law regulations, and the standards of
applicable regulatory bodies, the medical standards of the
Partnership will be under the control of the Medical
Advisory Group. The General Partner will determine what are
medical standards and policies.
* * * * * * *
10.4 Government Regulation. In the event that, in the
opinion of counsel to the Partnership, the referral of
Medicare or any other patients to the Center by Partners
becomes illegal, the Partnership shall require each Limited
Partner to offer his interest to the General Partner for
five times the reportable taxable income allocated to that
interest on the Partnership Return for the tax year
immediately preceding the year in which counsel determines
such reference is illegal. Up to 50% of the purchase price
shall, at the option of the General Partner, be paid in
unregistered Shares. The General Partner shall have 30 days
in which to accept such offer.
* * * * * * *
XV. LIABILITY OF THE GENERAL PARTNER
15.1. Return of Capital Contribution. Anything in
this Agreement to the contrary notwithstanding, the General
Partner shall not be individually liable for the return of
the Capital Contributions of the Limited Partners, or any
portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets.
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