Limitation on Management Rights. Notwithstanding the generality of the foregoing, the General Partner shall not be empowered (without the consent of the Limited Partner) to: a. Do any act in contravention of this Agreement; b. Possess the Property or other Partnership property including, without limitation the Property or assign any rights in specific Partnership property for other than a Partnership purpose; c. Admit a person as a substitute General or Limited Partner, except as otherwise permitted in this Agreement; d. Change or reorganize the Partnership into any other legal form; e. Require any Limited Partner to make any contribution to the capital of the Partnership not provided for herein; or f. Amend this Agreement, if any such amendment would materially change the rights, duties and obligations of the parties to this Agreement. g. Reinvest the proceeds of any loan secured by the Partnership Property received by the Partnership in any manner for other than the benefit of the Partnership or in any manner inconsistent with the Development Plan or the Partnership's objectives. h. Construct improvements to the Property or Project not contemplated by the Development Plan. i. Borrow money in the name of the Partnership or utilize property owned by the Partnership as collateral security for loans other than the development and acquisition loan referenced in the Development Plan, provided however, that this limitation shall not apply to borrowing in the name of the Partnership from the General Partner, or affiliates of the General Partner. j. Sell or contract to sell units other than in accordance with the schedule of minimum prices approved and agreed upon by the Partners is attached hereto as Schedule 7.2(j) (the "Schedule of Minimum Prices"), provided however, that if units are sold at prices different than the agreed Schedule of Minimum Prices, the scheduled payment due the Limited Partner as provided herein shall be based on the greater of the Schedule of Minimum Prices or the actual sales price. k. Make any change in the Development Plan which would have the effect of lowering the total project budgeted sell out by more than 20%. l. Make any change in the budget for the completion of the Project and implementation of the Development Plan as approved by the Partners (the "Budget"), which change shall increase any category by more than 10% over the approved amount, unless there are other changes in other categories which will reasonably lower the proposed change to not more than 10% over the approved amount. A copy of the Budget is attached to this Agreement as Exhibit 7.2(1). m. Make any expenditure, or incur any obligation by or on behalf of the partnership involving a sum in excess of one hundred and ten percent (110%) of the amount budgeted therefor in the Development Plan and/or the approved Budget. n. Notwithstanding the foregoing limitations on changes in the budget, General Partner may make a change in excess of such allowed amount if General Partner shall fund the excess change from other than Partnership funds, or loan proceeds otherwise available to the Partnership from Partnership borrowings (other than loans from the General Partner or an affiliate of the General Partner). o. Sell or contract to sell the Property or Project in a bulk sale except to a bona fide third party purchaser in an arms length transaction.
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Limitation on Management Rights. Notwithstanding the generality of the foregoing, the General Partner shall not be empowered (without the consent of the Limited Partner) to:
a. Do any act in contravention of this Agreement;
b. Possess the Property or other Partnership property including, without limitation the Property or assign any rights in specific Partnership property for other than a Partnership purpose;
c. Admit a person as a substitute General or Limited Partner, except as otherwise permitted in this Agreement;
d. Change or reorganize the Partnership into any other legal form;
e. Require any Limited Partner to make any contribution to the capital of the Partnership not provided for herein; or
f. Amend this Agreement, if any such amendment would materially change the rights, duties and obligations of the parties to this Agreement.
g. Reinvest the proceeds of any loan secured by the Partnership Property received by the Partnership in any manner for other than the benefit of the Partnership or in any manner inconsistent with the Development Plan or the Partnership's objectives.
h. Construct improvements to the Property or Project not contemplated by the Development Plan.
i. Borrow money in the name of the Partnership or utilize property owned by the Partnership as collateral security for loans other than the development and acquisition loan referenced in the Development Plan, and other financing of the Partnership property (i.e. furniture and decoration of models), provided however, that this limitation shall not apply to borrowing in the name of the Partnership from the General Partner, or affiliates of the General Partner.
j. Sell or contract to sell units other than in accordance with the schedule of minimum prices approved and agreed upon by the Partners Partners, which is attached hereto as Schedule 7.2(j) Exhibit "D" (the "Schedule of Minimum Prices"), provided however, that if units are sold at prices different than the agreed Schedule of Minimum Prices, the scheduled payment payments due the Limited Partner as provided herein shall be based on the greater of the Schedule of Minimum Prices or the actual sales price.
k. Make any change in the Development Plan which would have have, the effect of lowering the total project project, budgeted sell out by more than 20%.
l. I. Make any change in the budget for the completion of the Project and implementation of the Development Plan as approved by the Partners (the "Budget"), which change shall would increase any category by more than 1010 % over the approved amount, unless there are other changes in other categories which will reasonably lower the proposed change to not more than 1010 % over the approved amount. A copy of the Budget is attached to this Agreement as Exhibit 7.2(1)"E".
m. Make any expenditure, or incur any obligation by or on behalf of the partnership involving a sum in excess of one hundred and ten percent (110%) of the amount budgeted therefor in the Development Plan and/or the approved Budget.
n. Notwithstanding the foregoing limitations on changes in the budget, General Partner may make a change in excess of such allowed amount if General Partner shall fund the excess change from other than Partnership funds, or loan proceeds otherwise available to the Partnership from Partnership borrowings (other than loans from the General Partner or an affiliate of the General Partner).
o. Sell or contract to sell the Property or Project in a bulk sale except to a bona fide third party purchaser in an arms length transaction.
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Limitation on Management Rights. Notwithstanding any other provision to the generality of the foregoingcontrary in this Partnership Agreement, the General Partner shall is not be empowered (without the prior written consent of the Limited Partner) to:
a. Do any act in contravention of this Agreement;
b. Possess the Property or other Partnership property including, without limitation the Property or assign any rights in specific Partnership property for other than a Partnership purpose;
c. Admit a person as a substitute General or Limited Partner, except as otherwise permitted in this Agreement;
d. Change or reorganize the Partnership into any other legal form;
e. Require any Limited Partner to make any contribution to the capital of the Partnership not provided for herein; or
f. Amend this Agreement, if any such amendment would materially change the rights, duties and obligations of the parties to this Agreement.
g. Reinvest the proceeds of any loan secured by the Partnership Property received by the Partnership in any manner for other than the benefit of the Partnership or in any manner inconsistent with the Development Plan or the Partnership's objectives.
h. Construct improvements to the Property or Project not contemplated by the Development Plan.
i. Borrow money in the name of the Partnership or utilize property owned by the Partnership as collateral security for loans other than the development and acquisition loan referenced in the Development Plan, and other financing of the Partnership property (i.e. furniture and decoration of models), provided however, that this limitation shall not apply to borrowing in the name of the Partnership from the General Partner, or affiliates of the General Partner, subject to the terms and conditions of this Partnership Agreement, including the requirement that all repayments of principal and interest shall be subordinate to the priority distribution to be paid to the Limited Partner as required by this Partnership Agreement.
j. Sell or contract to sell units other than in accordance with the schedule of minimum prices approved and agreed upon by the Partners Partners, which is attached hereto as Schedule 7.2(j) Exhibit "D" (the "Schedule of Minimum Prices"), provided however, that if units are sold at prices different than the agreed Schedule of Minimum Prices, the scheduled payment payments due the Limited Partner as provided herein shall be based on the greater of the Schedule of Minimum Prices or the actual sales price.
k. Make any change in the Development Plan which would have have, the effect of lowering the total project Project, budgeted sell out by more than 20%.
l. Make any change in the budget for the completion of the Project and implementation of the Development Plan as approved by the Partners (the "Budget"), which change shall would increase any category by more than 10% over the approved amount, unless there are other changes in other categories which will reasonably lower the proposed change to not more than 10% over the approved amount. A copy of the Budget is attached to this Agreement as Exhibit 7.2(1)"E".
m. Make any expenditure, or incur any obligation by or on behalf of the partnership Partnership involving a sum in excess of one hundred and ten percent (110%) of the amount budgeted therefor in the Development Plan and/or or the approved Budget.
n. Notwithstanding the foregoing limitations on changes in the budget, General Partner may make a change in excess of such allowed amount amounts if General Partner shall fund the excess change from other than Partnership funds, or loan proceeds otherwise available to the Partnership from Partnership borrowings (other than loans from the General Partner or an affiliate of the General Partner).
o. Sell or contract to sell the Property or Project in a bulk sale except to a bona fide third party purchaser in an arms length transaction.
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Limitation on Management Rights. Notwithstanding any other provision to the generality of the foregoingcontrary in this Partnership Agreement, the General Partner shall is not be empowered (without the prior written consent of the Limited Partner) to:
a. Do any act in contravention of this Agreement;
b. Possess the Property or other Partnership property including, without limitation the Property or assign any rights in specific Partnership property for other than a Partnership purpose;'
c. Admit a person as a substitute General or Limited Partner, except as otherwise permitted in this Agreement;
d. Change or reorganize the Partnership into any other legal form;
e. Require any Limited Partner to make any contribution to the capital of the Partnership not provided for herein; or
f. Amend this Agreement, if any such amendment would materially change the rights, duties and obligations of the parties to this Agreement.
g. Reinvest the proceeds of any loan secured by the Partnership Property received by the Partnership in any manner for other than the benefit of the Partnership or in any manner inconsistent with the Development Plan or the Partnership's objectives.
h. Construct improvements to the Property or Project not contemplated by the Development Plan.
i. Borrow money in the name of the Partnership or utilize property owned by the Partnership as collateral security for loans other than the development and acquisition loan referenced in the Development Plan, and other financing of the Partnership property (i.e. furniture and decoration of models), provided however, that this limitation shall not apply to borrowing in the name of the Partnership from the General Partner, or affiliates of the General Partner, subject to the terms and conditions of this Partnership Agreement, including the requirement that all repayments of principal and interest shall be subordinate to the priority distribution to be paid to the Limited Partner as required by this Partnership Agreement.
j. Sell or contract to sell units other than in accordance with the schedule of minimum prices approved and agreed upon by the Partners Partners, which is attached hereto as Schedule 7.2(j) Exhibit "D" (the "Schedule of Minimum Prices"), provided however, that if units are sold at prices different than the agreed Schedule of Minimum Prices, the scheduled payment payments due the Limited Partner as provided herein shall be based on the greater of the Schedule of Minimum Prices or the actual sales price.
k. Make any change in the Development Plan which would have have, the effect of lowering the total project Project, budgeted sell out by more than 20%.
l. Make any change in the budget for the completion of the Project and implementation of the Development Plan as approved by the Partners (the "Budget"), which change shall would increase any category by more than 1010 % over the approved amount, unless there are other changes in other categories which will reasonably lower the proposed change to not more than 1010 % over the approved amount. A copy of the Budget is attached to this Agreement as Exhibit 7.2(1)"E".
m. Make any expenditure, or incur any obligation by or on behalf of the partnership Partnership involving a sum in excess of one hundred and ten percent (110110 %) of the amount budgeted therefor in the Development Plan and/or or the approved Budget.
n. Notwithstanding the foregoing limitations on changes in the budget, General Partner may make a change in excess of such allowed amount amounts if General Partner shall fund the excess change from other than Partnership funds, or loan proceeds otherwise available to the Partnership from Partnership borrowings (other than loans from the General Partner or an affiliate of the General Partner).
o. Sell or contract to sell the Property or Project in a bulk sale except to a bona fide third party purchaser in an arms length transaction.
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