Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 12




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                         *    *    *    *    *    *    *                              
                    11.2.b.  Every instrument purporting to be                        
                    the action of the Partnership and duly                            
                    authorized and executed by the General                            
                    Partners shall be conclusive evidence in                          
                    favor of every person relying thereon or                          
                    claiming thereunder that at the time of                           
                    delivery thereof, this Agreement was in full                      
                    force and effect and that the execution and                       
                    delivery of such instrument was duly                              
                    authorized by the Partners and the                                
                    Partnership.  * * *                                               
                         *    *    *    *    *    *    *                              
               22. “Amendments”                                                       
               22.1  “Additional Partners.”  Each Limited Partner,                    
               additional Limited Partner, General Partner or                         
               subsequent General Partner shall become a signatory                    
               hereof by signing such number of counterpart signature                 
               pages to this Agreement and such other instrument or                   
               instruments, and in such manner, as the General                        
               Partners shall determine.  By so signing, each shall be                
               considered to have adopted, and to have agreed to be                   
               bound by all the provisions of this Agreement, as                      
               amended from time to time in accordance with the                       
               provisions of this Agreement, provided that no such                    
               counterpart shall be binding until it shall have been                  
               accepted by the General Partners pursuant to the                       
               provisions of this Agreement.                                          
                         *    *    *    *    *    *    *                              
               22.4  “Execution of Amendments.”   If this Agreement                   
               shall be amended to reflect the designation of a new                   
               General Partner and the continuation of the business of                
               the Partnership, such amendment shall be signed by such                
               new General Partner.                                                   
               22.5  “Filing and Recording of Amendments.”  In making                 
               any amendments, there shall be prepared and filed and                  
               recorded by the General Partners such documents and                    
               certificates as shall be required to be prepared and                   
               filed pursuant to the * * * [CRLPA] * * *                              
                         *    *    *    *    *    *    *                              





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