Common use of MANAGEMENT AND REPRESENTATION Clause in Contracts

MANAGEMENT AND REPRESENTATION. 5.1 The management and the representation shall be the right and the obligation solely of the General Partner. The General Partner shall manage the affairs of the Partnership in accordance with the statutory provisions and this Limited Partnership Agreement. The Second General Partner shall always be excluded from the management and the representation. 5.2 The General Partner and its managers shall be exempted from the restrictions of Section 181 BGB [German Civil Code] for all legal acts performed together with or vis-à-vis the Partnership. 5.3 The General Partner shall receive a remuneration of € 25,000, plus applicable VAT as the case may be, payable in advance on an annual basis, for its activity. This remuneration constitutes expenditure of the Partnership. In addition, the Partnership shall reimburse the General Partner, once they accrue, any and all reasonable expenses and expenditure incurred for the management, against submission of supporting documents, as well as legal VAT on the remuneration, expenses and expenditure. The Second General Partner shall receive a liability remuneration in an amount equal to 6.5 % per annum of its capital stock of EUR 25,000 plus applicable VAT as the case may be. 5.4 Prior approval by way of a partner resolution shall be required for any and all transactions which are beyond the operative business of the Partnership’s commercial undertaking. Section 164 HGB [German Commercial Code] shall, however, be excluded in all other respects. It is the principal understanding of the contract parties that the operative management of the business on its own responsibility shall be incumbent on the General Partner except as otherwise provided in this Limited Partnership Agreement. 5.5 Fab 36 Holding shall have the sole authority to make any tax elections for the Partnership in respect of the United States (or any state or political subdivision thereof), and to sign and file any necessary documents in this regard that Fab 36 Holding, in its sole discretion, deems appropriate.