Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 11




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                    decisions by the General Partners, vote by a                      
                    majority of them shall be determinative.                          
                    11.1.b  Except as expressly provided herein,                      
                    the authority of the General Partners to                          
                    manage the business of the Partnership shall                      
                    be exercised only by the General Partners.                        
                    11.1.c  No Limited Partner (except one who                        
                    may also be a General Partner, and then only                      
                    in his capacity as General Partner is within                      
                    the scope of his authority hereunder) shall                       
                    participate in or have any control over the                       
                    Partnership business or shall have any                            
                    authority or right to act for or bind the                         
                    Partnership.  * * *                                               
                         *    *    *    *    *    *    *                              
                    11.1.e  The General Partners shall have the                       
                    right and authority, without the requirement                      
                    of obtaining the approval or consent of the                       
                    Limited Partners, to admit an additional Co-                      
                    General Partner to the Partnership, providing                     
                    the existing General Partners remain the                          
                    Managing General Partners and do not                              
                    relinquish any of their duties,                                   
                    responsibilities, obligations or liabilities                      
                    incurred in connection with this Agreement.                       
                    11.2  “Authority of the General Partners.”                        
                    11.2.a  Except to the extent otherwise                            
                    provided herein, the General Partners (or                         
                    their designated agent) for, and in the name                      
                    and on behalf of the Partnership, are hereby                      
                    authorized:                                                       
                         *    *    *    *    *    *    *                              
                    (11)  to engage in any kind of activity and                       
                    to perform and carry out contracts of any                         
                    kind necessary to, or in connection with, or                      
                    incidental to the accomplishment of the                           
                    purposes of the Partnership, as may be                            
                    lawfully carried on or performed by a                             
                    partnership under the laws of each state in                       
                    which the partnership is then formed or                           
                    qualified.                                                        




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