80A - JOINT - LOAN AGMT AMCAL - Laserfiche WebLink

Home Browse Search

of such property as the depreciation (or cost recovery deduction), depletion or amortization computed for tax purposes for such property, for such period, bears to the adjusted tax basis of such property. 7.14.3. For purposes of the foregoing, except as herein- after provided, the fair market value of any such Partnership Properly shall be equal to the amount determined by the General Partner as set forth in a written notice delivered by the Administrative General Partner to the Limited Partners (the "Notice"), Notwithstanding the foregoing, if those Limited Partners ( "Dissenting Limited Partners ") owning a majority of the Partnership Interests owned by all the Limited Partners object in writing to such fair market value within 10 days of delivery of the Notice, then the fair market value of such property shall be determined by the mutual agreement of the Dissenting Limited Partners and the Administrative General Partner. If they cannot so agree, then the fair market value shall be determined by a qualified appraiser selected by the mutual agreement of the Administrative General Partner and the dissenting Limited Partners (and if they are unable to agree on such selection, the appraiser shall be selected by the American Arbitration Association or any successor organization thereto). All appraisal costs shall be paid by the Partnership. 8. Management. 8.1. Authority of General Partners. The Administrative General Partner and the Managing General Partner, if so named at this time, shall each have complete power of management of the Partnership and shall have authority to act on behalf of the Partnership in all Partnership matters including without limitation the power to execute notes, deeds of trust, contracts and leases; to assume direction of business operations and the Administrative General Partner and the Managing General Partner, if so named at this time, shall each have all rights, powers and authority generally conferred by law or necessary, advisable or consistent with accomplishing the purpose of the Partnership as set forth in Article 4 of this Agreement. During the operation phase the Managing General Partner shall be primarily responsible for the Partnership's operations. The Managing General Partner when entered into the Agreement shall perform other tasks and duties as may be required for non -profit general partners in order to maintain property tax abatement under the welfare exemption of the California Revenue and Tax Code and will perform all duties to qualify as a Managing General Partner under rule 140.1 adopted by the Board of Equalization each year. 8.2, Restrictions. The Administrative General Partner shall have no authority to (a) do any act which would make it impossible to carry on the ordinary business of the Partnership; (b) do any act in contravention of this Agreement; (c) possess Partnership Property or assign the right of the Partnership in any Partnership Property for other than a Partnership purpose; (d) obligate the Partnership as a surety or guarantor, endorser, or accommodation endorser for any other person or firm; or (c) make an assignment of the Partnership assets for the benefit of creditors. Initial LO Agreement - Santa Ma 9.1.159.1.15 1] 80A -110