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believe that AMCOR was not admitted to the partnership as co-
general partner until after February 1, 1985.
We find some additional support for that conclusion in the
AVA limited partnership agreement, which, although it is silent
on how the initial general partners are to exercise their
authority to admit a person as a co-general partner, specifically
addresses how additional partners are to become signatories to
the agreement. Section 22.1 of the agreement, see supra section
III.A.2, requires a prospective partner to execute the agreement
“and such other instrument or instruments * * * as the General
Partners shall determine” in order to become a signatory to the
agreement. Moreover, the second sentence of section 22.1 states:
“By so signing, each [new partner] shall be considered to have
adopted, and to have agreed to be bound by all the provisions of
this Agreement”. See also section 22.4 of the agreement
(amendment of agreement to reflect designation of a new general
partner shall be signed by such new general partner). AVA has
failed to show that an officer of AMCOR executed the agreement or
any other required instrument on or before February 1, 1985.
While we do not conclude that such executions are a precondition
to a person’s being admitted as a partner, we think that the
absence of such executions supports our conclusion that AMCOR was
not admitted as a partner on or before February 1, 1985.
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