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authority to act in the UNDERSIGNEDS’ behalf in the
execution, acknowledging, and filing of the documents as
follows:
1. The Partnership agreements for filing, and
2. Any documents which may be required to effect the
restructuring, amending, or continuation of the Partnership,
the admission of any substituted or added Partner, or the
dissolution and termination of the Partnership, provided
such restructuring, continuation, admission or dissolution
and termination are in accordance with the terms of the
Partnership Agreement, and
3. Any and all documents required to be executed by a
substituted, substituting or added Partner, to effectuate
the transfer of a Partner’s interest in the Partnership, and
4. Any other instrument, application, certificate, or
affidavit which may be required to be filed by the
Partnership under the laws of any State or any Federal or
local agency or authority, and
5. Any promissory notes, bills-of-sale or other
instruments required for the conduct of the Partnership
business, including a certificate of assumption of primary
liability form attached to promissory notes and held by the
lender for which the UNDERSIGNED becomes personally liable
directly to the lender for recourse debt of the Partnership
in order to pay his initial capital contribution to the
partnership.
When petitioner entered into the investment, he believed that he
would be liable for the promissory notes, but he also believed
that cattle existed that could be sold to cover the debt.
On December 31, 1986, Mr. Hoyt signed a “Certificate of
Assumption of Primary Liability” on petitioner’s behalf. This
document provided that petitioner “personally assumes primary
liability for the prompt payment when due of any and all
liability or indebtedness of the Partnership” in the amount of
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Last modified: May 25, 2011