ARTICLES OF LIMITED PARTNERSHIP
These Articles of Limited Partnership ("Articles) are made and entered
into by and between Syracuse Project Incorporated, an Arizona Corporation (the
"General Partner") and Hotel Syracuse Timeshare Corporation, a New YorK
Corporation (the "Limited Partner") (collectively sometimes referred to as the
"Partners").
ARTICLE I - ORGANIZATION OF LIMITED PARTNERSHIP
1.01 Formation: The parties hereto agree and by these presents do enter
into a limited partnership under and pursuant to the laws of the State of New
York. The rights and liabilities of the Partners shall be as provided under such
laws, as amended from time to time, except as the terms and provisions of these
Articles may otherwise provide.
1.02 Name: The partnership shall do business under the name
of ORANGEMEN CLUB LIMITED PARTNERSHIP (sometimes referred to as the
"Plan" or "Partnership").
1.03 Place of Business: The principal place of business of the
Partnership shall be at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ or at
such other place as the General Partner may designate.
1.04 Fiscal Year: The Partnership's fiscal year shall end on
December 31st of each year. The first fiscal year shall be
considered an entire fiscal year.
1.05 Purposes. The Partnership is organized for the following
purposes:
(a) To own, operate, and manage a timeshare development
consisting of floors 7, 8 and 9 of the Hotel Syracuse
(sometimes referred to as the "Hotel") to be known as "The
Orangemen Club."
(b) To sell timeshare intervals to the general public.
(c) To enter into, make, and perform all contracts and other
undertakings, and engage in all acts, activities, and
transactions as may be necessary, desirable, or advisable to
the carrying out of each of the foregoing purposes.
(d) To borrow or raise moneys subject to the limitations as to
amount set forth herein and to secure the payment of any
obligations of the Partnership by the creation of security
interests in or by mortgage upon, or hypothecation or pledge
of, all or part of the property of the Partnership.
(e) To open, maintain and close bank accounts and draw checks
or other orders for the payment of money.
(f) To maintain one or more offices within or without the
State of New York, and in connection therewith to rent or
acquire office space, engage personnel and do such other acts
as may be desirable, advisable or necessary.
1.06 Names and Addresses of Partners:
General Partner:
Syracuse Project Incorporated
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Limited Partner:
Hotel Syracuse Timeshare Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ARTICLE II - CONTRIBUTIONS
2.01 Capital Contributions:
(a) The Limited Partner shall be required to initially
contribute to the capital of the Plan, Ten ($10.00) Dollars and other good and
valuable consideration as may be required herein.
(b) The General Partner shall not be required to make an
initial capital contribution to the Plan other than its unlimited liability.
(c) Interest earned on Partnership funds shall inure solely to
the benefit of the Partnership, and no interest shall be paid upon any
contribution to the capital of the Partnership, subject to the provision of the
Limited Partnership Law of the State of New York relating to retirement of
partners.
(d) Capital contributions shall be expended by the General
Partner in furtherance of the business of the Plan as set forth in Article 4 of
these Articles of Limited Partnership.
2.02 Capital Accounts; Rights as to Withdrawal.
(a) A capital account shall be maintained for each
Partner and shall be credited with the amounts of such Partner's capital
contribution to the Partnership and shall be subject to adjustment as provided
herein.
(b) Loans to the Partnership by any Partner shall not be
considered a capital contribution to the Partnership and shall not increase the
capital account of the lending Partner or increase the share of the lending
Partner in any income or loss of the Partnership. No Partner shall be entitled
to: (i) receive the return of his capital contribution, (ii) withdraw any
portion of his capital account, (iii) receive any distribution from the
Partnership, (iv) receive property other than cash from the Partnership, or (v)
make any additional capital contributions to the Partnership, except as
specifically otherwise provided 'in these Articles.
2.03 Adjustments to Capital Accounts: The capital account of each
Partner shall from time to time be increased by any additional capital
contribution of such Partner and, such Partner's share of the profits of the
Partnership whether or not distributed. The capital account of each Partner
shall from time to time be decreased by (i) all, distributions to or for the
account of such Partner, whether of capital or income and (ii) such Partner's
share of losses of the Partnership. For purposes of these Articles "Losses"
shall be defined as the net taxable losses of the Partnership as determined in
accordance with the accounting methods followed by the Partnership for federal
income tax purposes plus any expenditures of the Partnership not deductible in
computing its federal taxable income and not properly chargeable to a capital
account.
2.04 Loans:
(a) Construction. As soon as practicable after the execution
of these Art 0,000.00 from Resort Service Company, Inc. ("RSCI"). The proceeds
of the loan shall be used for the following purposes:
(1) Purchase of guest room floors 7, 8 and 9 from the
Hotel Syracuse, Inc.;
(2) Renovation of the guest rooms into units suitable
for timeshare interval sales;
(3) Development of an on-site sales office;
(4) Development of an on-site telemarketing operation;
(5) Preparation and filing of a timeshare offering plan
with the State of New York.
(6) Payment of related legal fees; and,
(7) Payment of related transaction costs and fees.
(8) Working capital of the Partnership.
The loan shall be non-recourse to any of the Partners and shall be
secured by a mortgage on the purchased floors. The loan shall bear interest at
the rate of twelve percent (12%) and shall be amortized over forty-eight (48)
months from the final distribution of the loan proceeds. Until such time as the
timeshare registration approval is obtained from the State of New York, interest
shall accrue but shall not be paid.
(b) Timeshare. As soon as practicable after the execution of
these Articles, the Partnership shall enter into a relationship with RSCI
whereby RSCI shall purchase creditworthy timeshare interval notes from the
Partnership under terms mutually agreeable to the Partnership and RSCI.
ARTICLE III - MANAGEMENT & OPERATION
3.01 Management and Operation of Business; Powers of General
Partner:
(a) (1) Subject to the specific matters addressed herein, the
General Partner shall have the exclusive management and control of the business
of the Plan.
(2) During, the continuance of the Plan, the General
Partner shall diligently and faithfully devote such of its time to the Plan's
business as may be necessary to carry on and conduct the same for the greatest
advantage of the Plan, and shall render to the Limited Partner, whenever
reasonably requested by it, a just and faithful account of all material dealings
and transactions in relation to the business.
(3) The General Partner is expressly authorized to execute
and deliver for and on behalf of the Plan all agreements and commitments
relating to its business and other affairs which shall be binding upon the Plan
in accordance with the provisions of these Articles, including without in any
way limiting the generality of the foregoing, the exclusive authority to execute
and deliver all (i) deeds, assignments and subleases of any part or all of the
properties and assets at any time belonging to the Plan; (ii) loan agreements,
mortgages and other security instruments executed in connection with the
borrowing as required hereunder; (iii) checks, drafts and other orders for the
payment of Plan funds, together with the right to designate others employed by
the Partnership or the General Partner to execute and deliver such checks,
drafts and other orders; (iv) operating agreements (excluding, however, any such
agreement which would constitute the Plan, or, after its termination, any
partner of the Plan, or any Limited Partners, a member of an association taxable
as a corporation for federal income tax purposes); (v) powers of attorney,
consents, waivers and other documents in connection with any proceedings before
any court, administrative body or agency of any governmental authority affecting
the Plan; (vi) documents incident to the termination and winding up of the Plan
affairs, and the withdrawal by the Limited Partner; and (vii) all other
documents of any character relating to the affairs of the Plan.
(b) In addition to the above general duties, the General
Partner shall have the following duties, rights and responsibilities:
(1) Market and sell timeshare intervals as
undivided fee simple or other forms of ownership interests on floors 7, 8 and 9.
(2) Provide owner services for all club members.
(3) Hire, train, and supervise all marketing,
telemarketing, sales and owner services personnel.
(4) Establish a telemarketing program to support
the sales of timeshare intervals.
(5) Establish an OPC/Owner Services desk in the
Hotel Syracuse.
(6) Sell only to individuals that meet the
Partnership's underwriting criteria.
(7) Comply with all licensing and regulatory
criteria.
(8) Utilize overnight stays at the Hotel
Syracuse and certificates from the Coach Mac restaurant to help procure tours.
(9) Engage and manage legal counsel to complete
the acquisition of floor s 7, 8, and 9, the loan documentation with RSCI and the
New York State timeshare registration.
(10) Develop the pricing structure for the intervals.
(11) Manage the general contractor, architect,
designer, and purchasing agent.
(12) Negotiate the Interval International (I.I.)
agreement.
(13) Coordinate all loan processing related to the
sale of the timeshare intervals.
(14) Provide accounting and tax services for the
homeowners association.
(15) Coordinate all construction of and renovation to
the guest rooms that shall comprise the timeshare units.
(c) No person dealing with the General Partner shall be
required to determine its authority to make any undertaking on behalf of the
Plan, nor to determine any fact or circumstance bearing upon the existence of
its authority, including but not limited to securing of any necessary consent or
approval of the Limited Partner.
(d) The General Partner shall enter into an agreement with the
Hotel Syracuse, Inc. ("HSI") or its designee to perform the following services
on behalf of the Partnership:
(1) Provide appropriate rent-free space for marketing
and sales activities as well as the space required under section 3.0.1(b)(5)
above.
(2) Provide all housekeeping and maintenance services
for the Orangemen Club.
(3) Provide the Orangemen Club members and I.I.
exchange guests with the same day-use privileges, afforded to in-house Hotel
Syracuse guests, on an ongoing basis. For example, use of the swimming pool and
fitness center as well as appropriate food and beverage discounts.
(4) Provide the use of 15 mid week rooms and 30
weekend rooms on the Hotel Syracuse's recently renovated 3rd floor and 6th floor
for overnight tour use until the renovation has been completed. The Partnership
will agree to pay the current airline contract rate, from time to time in
existence, for the use of these rooms. All guest rooms not used by the
Partnership may be returned to the Hotel Syracuse's available room inventory
with at least twenty-four (24) hours notice, without required payment by, or
penalty to the Partnership.
(5) Place the Partnership renovated rooms, when not
required for timeshare use, into its hotel inventory and rent them on a equal
basis (when compared to all other available guest rooms in the Hotel Syracuse)
at the highest rate acceptable within the market place.
(6) Provide the use of Coach MacPherson to assist the
marketing and sales functions as follows:
(i) Assistance in the identification and sales of
Tier One prospects.
(ii) Conducting podium presentations in selected,
season ticket holder home markets.
(iii) To act as an introduction and liaison
between the Orangemen Club, the university athletic department, chancellor's
office, office of development affairs, alumni office, etc.
(iv) To autograph direct mail and make personal
appearances.
(v) To authorize photographs and memorabilia and
give testimonials.
(vi) To sit on the Orangemen Club advisory board.
(vii) To use influence to assist the General
Partner with the negotiation of the I.I. Agreement.
(7) Use HIS's influence to facilitate the timeshare
registration process.
3.02 Rights of the Limited Partners:
(a) Except as may be otherwise specifically provided in these
Articles, the Limited Partner shall have the following rights, powers,
privileges, duties and liabilities under the Revised Limited Partnership Act of
New York.
(1) To be repaid its contributions, whether by way of
capital or advances to the Plan, and to share in the profits and surplus
remaining after all liabilities, including those to the General Partner and
Limited Partner, are satisfied; and to contribute to the losses, whether of
capital or otherwise, sustained by the Plan limited by its capital contribution
to the Plan;
(2) To be indemnified in respect of payments made and
personal liabilities reasonably incurred by it for the preservation of the
Plan's business or property;
(3) To vote as to any amendments to these Articles or
on any other matter which the General Partner may put to the vote of the Limited
Partners;
(4) To have the Plan books kept at the principal
place of business of the Plan, and at all times to have access to and to inspect
and copy any of them;
(5) To have tendered by the General Partner on demand
true and full information of all things affecting the Plan;
(6) To account to the Plan for any benefit, and hold
as trustee for it any profits derived by it without the consent of the General
Partner from any transaction connected with the formation, conduct or
liquidation of the Plan or from any use by it of Plan property;
(7) To have a formal account from the General Partner
as to Plan affairs: (i) If the Limited Partner is wrongfully excluded from the
Plan's business or possession of its property; or (ii) Whenever so provided by
other provisions of these Articles or any other agreement binding on the Plan or
the General Partner.
(b) Except as may be otherwise specifically provided in these
Articles, an assignee shall have only the rights set forth in the Revised
Uniform Limited Partnership Act of New York.
(c) To receive the profits to which its assignor would
otherwise be entitled.
3.03 Management Salary: The General Partner shall receive a management
fee in the amount of 5% of gross revenues generated from the sale of timeshare
intervals and other operations of the Orangemen Club, payable monthly during the
existence of the Partnership.
ARTICLE IV - PROFITS & LOSSES
4.01 Allocation of Profits and Losses; Distribution to Limited
Partners: The partners agree that:
(a) Prior to receiving net profits as defined below and
subject to the provisions below, profits, gains and losses of the Plan, computed
in accordance with generally-accepted accounting principles consistently
applied, including gains realized upon the sale, exchange or involuntary
conversion of any part or all of the properties, real or personal, of the Plan,
shall be allocated to the accounts of the Partners pro rata according to their
respective partnership interests in the Plan.
(b) Within thirty (30) days of the end of each fiscal year in
which the Plan shall earn "net profits" as set forth herein, such net profits
and all profits, gains and losses of the Plan, computed in accordance with
generally-accepted accounting principles consistently applied, including gains
realized upon the sale, exchange or involuntary conversion of any part or all of
the properties, real or personal, of the Plan shall be allocated to the accounts
of the Partners ("Partnership Interests") as follows:
General Partner - 80%
Limited Partner - 20%
(c) Net profit shall be determined after crediting to the
Plan, for the purpose of such computation, all credits accruing to all
properties and after taking into consideration all costs and expenses
theretofore incurred in connection therewith and all accounts payable or
receivable with regard thereto at the end of such month, including cash flow
distributions as described above. In making the foregoing computations, deficits
shall be carried from month to month and the accumulated totals thereof applied
to subsequent earnings before profits will be considered to have accrued.
Whenever the Plan is on a "net profit" basis, all subsequent development and
operating expenses shall be recovered solely out of subsequent production or
other credits accrued to the property.
ARTICLE V - DISTRIBUTIONS OF CASH FLOW
5.01 Definition of Cash Flow:
(a) Deductions from Operating Revenue: "Cash flow"
shall mean the actual receipts of revenue from the operation of the Partnership
business, funds released from any escrow account or reserve and payments from
insurance on account of business or rental interruption ("Operating Revenue")
after deduction of:
(1) all operating expenses of the Partnership,
excluding any expense not involving a cash expenditure, such as depreciation;
(2) interest payments and principal amortization on
any loans by third parties, including Partners in other capacities than as
partners, to the Partnership;
(3) reserves for working capital, capital
improvements and replacements, and any other contingencies of the Partnership;
(4) capital expenditures unless paid by a cash
withdrawal from a reserve for capital improvements or replacements; and,
(5) amounts paid into escrow accounts or reserves for
taxes, insurance and the like.
(b) Exclusions from Operating Revenue: Operating
Revenue shall exclude proceeds from:
(1) the sale or other disposition of any part or all
of the Property other than in the ordinary course of business;
(2) financing or refinancing of the Property;
(3) condemnation of any part or all of the Property;
(4) payments from insurance on account of a casualty
to the Property;
(5) Capital Contributions; and,
(6) similar items or transactions the proceeds of
which under generally accepted accounting principles are deemed attributable to
capital.
5.02 Priority of Distribution of Cash Flow: The Cash Flow of the
Partnership for each calendar month shall be distributed to the Partners once
during such succeeding calendar month in the following order: (1) Return on
Partner Loans: To each of the Partners, pro rata, the interest due on loans by
the Partners to the Partnership. (2) General Partner 80% Limited Partner 20%
ARTICLE VI - BOOKS & RECORDS
6.01 (A) Books of Account: Proper books of account shall be kept
wherein shall be entered particulars of all monies, goods or effects belonging
to or owing to or by the Plan, or paid, received, or sold or purchased in the
course of the Plan's business, and of all such other transactions, matters and
things relating to the said business as are usually entered in books of account
kept by persons engaged in a business of a like character. The books of account
shall be kept at the office of the Plan and the Limited Partner shall at all
times have free access to and the right to inspect and copy the same, subject to
reasonable advance written notice to the General Partner.
(b) The General Partner shall prepare and furnish to the
Limited Partner annually on a calendar year basis a report consisting of a
balance sheet and statement of incomes including an opinion of independent
public accountants. Unless written objection is made within 90 days after the
mailing of such statements, the Limited Partner shall be deemed to have agreed
to such accounts. Necessary tax information shall, be delivered to the Limited
Partner within 195 days after the close of the Plan's taxable year; every effort
shall be made by the General Partner to furnish such information by the 15th day
of July next following the close of the Plan's taxable year.
(c) At least semiannually the General Partner shall prepare
and furnish to the Limited Partner an interim report containing current
financial and other information relating to the Plan and its activities during
such period.
ARTICLE VII - ASSIGNMENT
7.01 Assignment of Limited Partnership Interests; Admissions of Limited
Partners; Amendments of Plan Articles; Annual and Special Meetings; Replacement
of General Partner.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE
OFFERED, SOLD, RESOLD OR DELIVERED IN VIOLATION OF THE SECURITIES ACT.
THE PURCHASER OF THIS CERTIFICATE, BY ITS ACCEPTANCE HEREOF, REPRESENTS
THAT IT IS ACQUIRING THIS CERTIFICATE FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE RESALE OR DISTRIBUTION THEREOF. NO
SUCH RESALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE
PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS.
(a) Subject to the foregoing, in the event the Limited Partner shall
desire to make any disposition of its partnership interest for value, it shall
first notify the General Partner in writing of the lowest price it is willing
to accept and the terms and conditions on which it is willing to sell its
interest. Such notice shall constitute an offer, at the price and on the terms
therein set forth, to sell such interest to the General Partner which shall then
be entitled to a period of seven (7) days from the receipt of such notice to
accept or reject such offer. Any such offer shall be deemed rejected if not
accepted within said period. If such offer is not so accepted at the price and
on the terms and conditions so offered, the Limited Partner may thereafter sell
the same to anyone; provided, however, that any such sale or sales must (i) be
consummated within ninety (90) days after the expiration of said seven-day
period, and (ii) be effected at a price or prices not less and on terms and
conditions not substantially more favorable to the buyer than as set forth in
the offer to the General Partner.
(b) Unless admitted as a substituted Limited Partner under the
provisions of paragraph (d) of this Article, an assignee shall have only the
rights set forth above. Notwithstanding any such assignment, the Limited Partner
originally subscribing to the assigned interest shall remain primarily liable
for a ratable part of the Plan's debts and liabilities to the extent of its
original capital contribution; unless (i) the assigning Limited Partner shall
authorize the admission of the assignee as a substituted Limited Partner, and
(ii) the assignee shall consent, in a writing satisfactory in form to the
General Partner, that it be so substituted, and (iii) the General Partner shall
consent thereto. In no event shall an assignee become a substituted Limited
Partner, whether by operation of law, or otherwise, without the consent of the
General Partner.
(c) (1) The assignment of any interest in this Plan upon the books of
the Plan shall be accomplished by the submission to the General Partner, by the
assignor of such interest, of an assignment, satisfactory in form to the General
Partner, properly executed under oath or affirmed by the assignor. Any such
assignment shall be effective only as of the first day of a calendar month.
(2) The Plan will, after notice of any assignment pursuant to the
provisions of this Article, thereafter pay all further distributions of profits
or other compensation by way of income or returns of capital on account of the
interest so assigned to the assignee for such time as the interest is
transferred on its books in accordance with the above provisions.
(d) Other provisions of these Articles to the contrary notwithstanding
no conveyance or assignment (otherwise than by operation of law) of the interest
of the Limited Partner or assignee, or any part thereof, though otherwise
permitted hereunder, shall be recognized for the purposes of making payments of
profits, income, return of contribution or for any other purpose with respect to
such interest unless there be filed with the General Partner an instrument in
writing in form satisfactory to the General Partner, appropriately completed,
executed and sworn to or affirmed by the assignor. In the absence of such filing
with the General Partner of the assignment of a Plan interest, whether by
operation of law or otherwise, any payment to an assigning Limited Partner or
Assignee shall acquit the Plan of liability, to the extent of such payment, to
any other person who may be interested in such payment by reason of an
assignment by the Limited Partner or Assignee or by legal disability made by
them or on their behalf without complying with the restrictions on sale or other
disposition as set forth in this Article. Upon sale or other disposition the
Limited Partners interest by such persons pursuant to this paragraph (d),
consented to by the General Partner and represented by an executed Subscription
Agreement filed with the Partnership, the purchaser shall be deemed a
substituted Limited Partner within the meaning of Paragraph (f) of this Article,
subject to all of the provisions of these Articles.
(e) The General Partner may not, without the consent in
writing of the Limited Partners, substitute one or more General Partners to act
in its place and stead, provided, however, that nothing, in these Articles shall
be deemed to prevent the merger or consolidation of the General Partner into any
other corporation and the assumption of the rights and duties of a General
Partner by the surviving corporation by operation of law.
(f) Any person admitted to the Plan as a substituted Limited
Partner shall be subject to all provisions of these Articles as if originally a
party to them.
(g) Any amendment to these Articles shall require unanimous
consent of all Partners.
(h) Within 150 days after the end of the first year Plan, and
thereafter within 150 days after the end of each calendar year, the General
Partner shall call a meeting of the Limited Partner, at which time the General
Partner shall report to the Limited Partner as to the affairs of the
Partnership.
(i) Special meetings of the Partnership may be called by the
General Partner and will be called upon the written request of the Limited
Partner. The call shall state the nature of the business, to be transacted and
no other business will be considered.
ARTICLE VIII - DURATION
8.01 Duration of Business. The Plan shall commence business as soon as
practicable after the minimum capital requirements of the Plan have been met and
paid in, and its Certificate of Formation has been filed with the Secretary of
the State of New York and with such other states as require or permit the filing
of such a certificate before conduct of business. It shall continue in business
thereafter until terminated.
ARTICLE IX - TERMINATION
9.01 (a) Dissolution, Termination and Liquidation: The Plan shall be
dissolved:
(1) At the express will of the General Partner, any such
dissolution to be effective as of the last day of the calendar month in which
occurs such act of dissolution;
(2) By any event which makes it unlawful for the business of
the Plan to be carried on or for the members to carry it on in limited
partnership under the laws of the State of New York;
(3) By the bankruptcy of the General Partner or of the Plan;
(4) By decree of court for cause shown whenever (i) The
General Partner has been guilty of such conduct as tends to affect prejudicially
the carrying on of the business; or (ii) Other circumstances render a
dissolution equitable.
(b) Should a dissolution be caused by reason of (1) an event
which makes it unlawful for the business of the Plan to be carried on or for the
members to carry it on in limited partnership, (2) the bankruptcy of the Plan,
(3) the bankruptcy of the General Partner, (4) a decree of court upon a showing
that the General Partner has been guilty of such conduct as tends to affect
prejudicially the carrying on of the business, or (5) a decree of court upon a
showing that other circumstances render dissolution and mandatory liquidation
equitable, or should the General Partner deem liquidation necessary, the General
Partner (except in the case of dissolution by decree of court by reason of the
bankruptcy or misconduct of the General Partner, in which case the court shall
appoint a trustee for liquidation) shall terminate the Partnership and wind up
the affairs of the Plan.
(c) Upon any termination of the Partnership, its assets shall
be applied to the following purposes, in the order stated.
(1) All Partnership debts shall be paid or provided
for in a manner satisfactory to the General Partner;
(2) Any remaining balances of the Partners shall be
paid or provided for in a manner satisfactory to the General Partner;
(3) Any income of the Partnership shall be allocated
in accordance with the provisions hereunder; and,
(4) All remaining properties, interests and assets of
the Partnership shall be distributed in undivided interests among the Partners
proportionately according to the Partnership Interests of the General Partner
and the Limited Partner.
ARTICLE X - LITIGATION
10.01 Nature of Interests and Consequences of Litigation. In
furtherance of the intent of the parties that each Limited Partner shall be
liable only for his ratable part of any Plan liability, to the extent only of
his original capital contribution, the parties hereto agree as follows:
(a) The General Partner shall arrange to prosecute or defend
actions at law or in equity as such may be necessary to enforce or protect Plan
interests.
(b) The General Partner shall arrange for the defense of any
suit or action brought against the Plan or the Limited Partner.
(c) The Limited Partner shall be liable for its ratable part
of all Partnership liabilities, to the extent only of its original capital
contribution, which may be enforced against the General Partner, the Plan or the
Limited Partner as representative of the Plan, by a final decree, judgment or
decision of any court, board, or authority having jurisdiction in the premises,
and of any settlement of any suit or claim prior to judgment or final decision
therein. The General Partner shall satisfy any such judgment, decree, decision
or settlement first, out of any insurance proceeds available therefor, next, out
of the Plan's assets and income and finally, out of the assets and income of the
General Partner.
The Plan hereby indemnifies the General Partner against tort or
contract liability resulting from good faith acts or omissions to act on its
part.
ARTICLE XI - POWER/ATTORNEY
11.01 Power of Attorney: The Limited Partner, by the execution of these
Articles, and each Assignee or transferee of the Limited Partner, by the
execution of these Articles as then constituted, does thereby irrevocably
constitute and appoint the General Partner as its true and lawful attorney, in
his name, place and ▇▇▇▇▇ to execute, acknowledge, deliver, file and publish, if
necessary, (a) the original Certificate of Formation of Limited Partnership,
when, as and if such Certificate is to be executed under these Articles and the
laws of the State of New York, or the laws of any other state in which the Plan
may conduct its business; (b) all amendments, alterations or changes to the
Certificate of Formation of Limited Partnership; (c) all instruments which
effect a change in the Partnership or a change in these Articles; (d) all
certificates or other instruments necessary to qualify or maintain the
Partnership as a limited partnership or a partnership in which the Limited
Partner has limited liability in the states where the Partnership may conduct
business; and (e) all instruments necessary to effect a dissolution, termination
and liquidation of the Partnership. The power of attorney granted by this
Article XI shall be deemed coupled with an interest and shall survive the
disability of the Limited Partner or the assignment of all or any part of the
interest of the Limited Partner until the transferee or Assignee shall execute
and acknowledge these Articles as then constituted, containing the grant of the
written Power of Attorney.
ARTICLE XII - NOTICES
12.01 All notices or other communications required or permitted under
these Articles shall be in writing and shall be deemed to have been given when
delivered in and, or two days after being deposited in the United States mails,
postage prepaid, certified and return receipt requested, or one day after being
deposited with Federal Express or other similar overnight courier service,
delivery fee prepaid and return receipt requested, addressed as follows:
If to the Limited Partner - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇▇▇;
If to the General Partner or the Partnership, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or to such other address or addresses as any party may
notify the others in accordance with the foregoing provisions.
ARTICLE XIII - MISCELLANEOUS
13.01 Gender and Number: Words used herein, regardless of the number
and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires.
13.02 Binding Effect Upon Partners: The terms and conditions of these
Articles shall be binding upon the Partners upon their execution hereof.
13.03 Governing Law: These Articles and the rights of the General
Partner and Limited Partner shall be governed by and construed and enforced in
accordance with the laws of the State of New York.
13.04 Severability: The provisions of these Articles are severable, and
if any provision hereof is held to be invalid or unenforceable, the remainder of
these Articles shall continue and remain in full force and effect.
13.05 Successors and Assigns: These Articles shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.
13.06 Further Assurances: Each of the parties shall execute,
acknowledge and deliver or cause to be executed, acknowledged and delivered such
instruments and documents and take such action as may be necessary or advisable
to carry out its obligations under the Plan.
13.06 Entire Agreement: These Articles sets forth the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof, and supersede all prior and contemporaneous agreements,
understandings, inducements or conditions, express or implied, oral or written,
with respect hereto, except as contained herein.
IN WITNESS WHEREOF, the parties hereby sign their name the 16th day of
August, 1995.
SYRACUSE PROJECT INCORPORATED
(GENERAL PARTNER)
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chairman
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HOTEL SYRACUSE TIMESHARE
CORPORATION
By:____________________________________
Title:
