Common use of Liabilities of Limited Partners Clause in Contracts

Liabilities of Limited Partners. The rights, duties and powers of Limited Partners are governed by the Limited Partnership Agreement and Sections 15611, et seq. of the California Corporations Code (the California Revised Limited Partnership Act (the "Partnership Act")) and the discussion herein of such rights, duties and powers is qualified in its entirety by reference to such Agreement and Partnership Act. Investors who become Limited Partners in the Partnership in the manner set forth herein will not be responsible for the obligations of the Partnership. However, they will be liable to the extent of any deficit in their capital accounts upon dissolution, and may also be liable for any return of capital plus interest if necessary to discharge liabilities existing at the time of such return. Any cash distributed to Limited Partners may constitute, wholly or in part, return of capital. Limited Partners will have no control over the management of the Partnership, except that Limited Partners representing a majority of the outstanding Limited Partnership interests may, without the concurrence of the General Partners, take the following actions: (a) terminate the Partnership (including merger or reorganization with one or more other partnerships); (b) amend the Limited Partnership Agreement; (c) approve or disapprove the sale of all or substantially all of the assets of the Partnership; or (d) remove and replace one or all of the General Partners. The approval of all Limited Partners is required to elect a new General Partner to continue the business of the Partnership where there is no remaining General Partner after a General Partner ceases to be a general partner other than by removal. The General Partners shall have the right to increase the size of this Offering or conduct an additional offering of securities without obtaining the consent of the Limited Partners. Limited Partners representing ten percent (10%) of the Limited Partnership interests may call a meeting of the Partnership. Capital Contributions. Interests in the Partnership will be sold in Units of $100, and no person may acquire less than 20 Units ($2,000). The General Partners have the discretion to accept subscriptions for fractional units in excess of the minimum subscription. The General Partners, collectively, will contribute the sum of l/10th of 1% of the Gross Proceeds to the capital of the Partnership.