英文合作协议

英文合作协议内容摘要：

l furnish to all Partners a yearend balance sheet for the Partnership and a full and detailed financial report on the business operations of the Partnership for and during the entire preceding year. c. The General Partner shall furnish to all partners their Federal and State ine tax forms, including statements of the distributable ine or loss to each Partner from the operation of the Partnership. d. All of the above duties and services to be performed by the General Partner shall be deemed an expense of the Partnership. The General Partner shall receive all monies of the Partnership and shall deposit the same in one or more Partnership banking accounts. a. All expenditures by the General Partner shall be made by checks drawn against the Partnership banking account. 8. MANAGEMENT OF PARTNERSHIP AFFAIRS The General Partner shall have sole and exclusive control of the Limited Partnership. a. Subject to any limitations expressly set forth in this Agreement, the General Partner shall have the power and authority to take such action from time to time as the General Partner may deem to be necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Limited Partnership, including without limitation the power to: (1) Acquire or dispose of real property (including any interest in real property) for cash, securities, other property, or any bination of them, on such terms and conditions as the General Partner may, from time to time, determine (including, in instances where the property is encumbered, on either an assumption or a subject to basis)。 (2) Finance the Partnership’s activities either with the seller of the property or by borrowing money from third parties, all on such terms and conditions as the General Partner deems appropriate. In instances where money is borrowed for Partnership purposes, the General Partner shall be, and hereby is, authorized to pledge, mortgage, encumber, and grant security interest in Partnership properties for the repayment of such loans. (3) Acquire, own, hold, improve, manage, and lease the property, either alone or in conjunction with others through partnerships, limited partnerships, joint ventures, or other business associations or entities。 (4) Employ, retain, or otherwise secure or enter into other contracts with personnel or firms to assist in the acquisition, development, improvement, management, and general operation of the Partnership properties, including, but not limited to, real estate brokers or agents, supervisory, development and/or building management agents, attorneys, accountants, and engineers, all on such terms and for such consideration as the General Partner deems advisable。 and (5) Take any and all other action which is permitted under the __________ Limited Partnership Act and which is customary or reasonably related to the acquisition, ownership, development, improvement, management, leasing, and disposition of real, personal, or mixed property. The General Partner shall exercise ordinary business judgment in managing the affairs of the Partnership. a. Unless fraud, deceit, or a wrongful taking shall be involved, the General Partner shall not be liable or obligated to the limited Partners for any mistake of fact or judgment made by the General Partner in operating the business of the Partnership resulting in any loss to the Partnership or its Partners. b. The General Partner does not, in any way, guarantee the return of the Limited Partners’ capital or a profit from the operations of the Partnership. c. Neither shall the General Partner be responsible to any Limited Partner because of a loss of his or her investment or a loss in operations, unless it shall have been occasioned by fraud, deceit, or a wrongful taking by the General Partner. d. The General Partner shall devote such attention and business capacity to the affairs of the Partnership as may be reasonably necessary. (1) In this connection, the parties hereby acknowledge that the General Partner may be the manager or general partner of other partnerships and may continue to manage other partnerships, and may continue to engage in other distinct or related business. All Partners recognize that sometimes there are practical difficulties in doing business as a Limited Partnership occasioned by outsiders seeking to satisfy themselves regarding the capacity of the General Partner to act for and on behalf of the Partnership, or for other reasons. a. The Limited Partners hereby specifically authorize the General Partner to acquire all real and personal property, arrange all financing, enter contracts, and plete all other arrangements needed to effect the purposes of this Partnership, either in the Gen。