Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 43




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          anything in furtherance of the Partnership business” amounted to            
          a grant of agency from the partners to the general partners                 
          sufficient for a general partner to enter into an agreement with            
          the Secretary to extend the 3-year period.  See supra at 297.               
          Here, in pertinent part, the DV-85 limited partnership agreement            
          provides:                                                                   
               11.1  ‘Management and Control of the Partnership”                      
               11.1.a  Subject to the consent of the Limited Partners                 
               where required by this Agreement, the General Partners,                
               with the authority granted under this Agreement, shall                 
               have the exclusive right to manage the business of the                 
               Partnership and are hereby authorized to take any                      
               action of any kind and to do anything and everything                   
               they deem necessary in accordance with the provisions                  
               of this Agreement.  In decisions by the General                        
               Partners, vote by a majority of them shall be                          
               determinative.                                                         
                         *    *    *    *    *    *    *                              
               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.                                                          
               There are no pertinent restrictions on the authority of the            
          general partners, and, thus, sections 11.1.a, 11.2.a, and (11) of           
          the DV-85 agreement provide a grant of agency at least as broad             




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