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the sole, exclusive and absolute right and authority to
act for and on behalf of the Partnership and all of the
Partners in connection with all aspects of the business
of the Partnership.
More specifically, the SFLP agreement enumerates various rights,
powers, and authorities of the managing general partner,
including without limitation “to acquire, hold, lease, encumber,
pledge, option, sell, exchange, transfer, dispose or otherwise
deal with real or personal property (or rights or interests
therein) of any nature whatsoever as may be necessary or
advisable for the operation of the Partnership”; “to borrow or
lend money for Partnership purposes”; and “to determine the use
of the revenues of the Partnership for Partnership purposes”.
The SFLP agreement obligates the managing general partner to use
its good faith efforts to manage partnership affairs in a prudent
and businesslike manner and to act at all times in the best
interests of the partnership. According to the SFLP agreement,
limited partners are without “any authority or right to take part
in the management of the business or transact any business” for
the entity.
As regards distributions, the SFLP agreement provides that
income from operations and capital transactions, after deduction
for certain listed expenses:
shall be distributed at such times and in such amounts
as the Managing General Partner, in its sole
discretion, shall determine, taking into account the
reasonable business needs of the Partnership (including
plan for expansion of the Partnership’s business). The
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Last modified: May 25, 2011