Sample Limited Partnership Agreement - Free Download | Page 5
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Partnership, no Person shall be required to inquire into the authority of the General Partner (or
such individual) to bind the Partnership. Persons dealing with the Partnership are entitled to
rely conclusively upon the power and authority of the General Partner (and the President and
any Vice President of any corporate general partner thereof) as set forth in this Agreement.
(f) Transactions of the Partnership with or Involving Partners.
(i) Any Partner (and any Affiliate of any Partner) and any other Person or firm in
which a Partner is interested may be employed by the General Partner on behalf of the
Partnership and may otherwise deal with the Partnership, whether as a buyer, seller, lessor,
lessee, manager, mortgage or other broker, agent, furnisher of services, lender, or otherwise,
and
(ii) the validity of any transaction, agreement or payment involving both the
Partnership and a Partner (or an Affiliate of a Partner or another Person or firm in which a
Partner is interested) shall not be affected by reason of the relationship between the
Partnership or the General Partner and such Partner, Affiliate thereof or other Person. All
transactions, agreements or payments involving the Partnership and any Partner, Affiliate
thereof or other person described in this paragraph shall be on terms which are reasonable
and no less favorable to the Partnership than those available to the Partnership in similar
dealings with unaffiliated third parties.
(iii) Neither the General Partner nor any Affiliate of the General Partner shall be
required to manage the Partnership as its sole and exclusive function, and any of them may
have other business interests and may engage in other activities in addition to those relating to
the Partnership, including the rendering of advice or services of any kind to other investors and
the making or management of other investments, including investments in real estate having
the nature of the Partnership Property or activities of the nature of the Partnership's business.
Neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the
partnership relationship created hereby in or to such other ventures or activities or to the
income or proceeds derived therefrom, and the pursuit of such venture, even if competitive
with the business of the Partnership, shall not be deemed wrongful or improper. Neither the
General Partner nor any Affiliate of the General Partner shall be obligated to present any
particular investment opportunity to the Partnership even if such opportunity is of a character
which, if presented to the Partnership, could be taken by the Partnership, and each of them
shall have the right to take for its own account (individually or otherwise) or to recommend to
others any such particular investment opportunity.
(g) Fees and Reimbursement to the General Partner.
(i) The Partnership shall pay the following fees (in addition to other fees paid for
services rendered by the General Partner and its Affiliates pursuant to Section 8(
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), and no
other consideration, to the General Partner in consideration of services rendered to the
Partnership by the General Partner other than in its capacity as General Partner:
(A) a selling commission on the sale of the Partnership Property in the
amount of ^% of the sales price; and
(B) service fees for mortgage brokerage, management and other services in
amounts comparable to fees paid to third parties.
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