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(v) the initial limited partner has withdrawn from the <br /> Partnership and has no further interest in, or claim against, the <br /> Partnership except for the return of its Contribution; and <br /> (w) the Partnership has no employees and shall have none. <br /> 7.15 Indemnification. <br /> If the General Partner falsely provides any <br /> representation or warranty set forth in Section 7.14 which <br /> results in a material reduction in the tax benefits available to <br /> the Limited Partner as projected as of the date of this <br /> Agreement, the General Partner shall indemnify the Limited <br /> Partner for loss in an amount equal to the Limited Partner's <br /> Contributions received by the Partnership, less any aggregate net <br /> tax benefits received by the Limited Partner through the end of <br /> the calendar year of the last Contribution that the Limited <br /> Partner paid. <br /> SECTION 8: APPROVAL RIGHTS OF THE LIMITED PARTNERS <br /> 8.1. Approval. <br /> The Limited Partners shall not participate in the control <br /> of the Partnership's business. The Limited Partners shall not <br /> have the right to vote on any matters except as specifically <br /> provided in this Agreement. Except as provided in Section 8.2, <br /> the Limited Partners shall have the right, by Majority Vote, to <br /> approve or disapprove the following matters: <br /> (a) The dissolution and winding up of the Partnership as <br /> provided in Section 4. <br /> -43- <br />