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| Terms of the Partnership Table Of Contents Formation of the Partnership Name Definitions Business of the Partnership Names and Addresses of the Partners Term Business Office Capital Contributions Distributions Allocations of Profits and Losses for Tax Purposes Book of Accounts, Records, and Reports Fiscal Year Partnership Funds Transfer of Partnership Interests and Voting Management and Administration of Business Dissolution of the Partnership Winding Up, Termination, and Liquidating Distributions Notices Miscellaneous |
Winding Up, Termination, and Liquidating
Distributions 1. Winding Up If the Partnership is dissolved and its business is not continued, the Managing Partner or his successor shall commence to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share profits and losses during the period of liquidation in accordance with the Allocations of Profits and Losses Section. Following the occurrence of any of the events set forth in the Dissolution Section, the Partners shall determine whether the assets are to be distributed to the Partners. If assets value as determined by the Partners and the difference, if any, of the fair market value over (or under) the adjusted basis of such property to the Partnership shall be credited (or charged) to the Capital Accounts of the Partners in accordance with the provisions set forth in the Allocations of Profits and Losses Section. Such fair market value shall be used for purposes of determining the amount of any distribution to a Partner pursuant to this Section 2. If the Partners are unable to agree on the fair market value of any asset of the Partnership, the fair market value shall be the average of two appraisals, one prepared by a qualified appraiser selected by Partners having 50 percent or more of the aggregate Partnership Percentages, and the other selected by the remaining Partners. 2. Distributions Subject to the right of the Partners to set up such cash reserves as may be deemed reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, the proceeds of the liquidation and any other funds or the Partnership shall be distributed: (i) To creditors, in the order of priority as provided by law except those liabilities to Partners in their capacities as Partners. (ii) To the Partners for loans, if any, made by them to the Partnership, or reimbursement for Partnership expenses paid by them. (iii) To the Partners in proportion to their respective Capital Accounts until they have received an amount equal to their Capital Account immediately prior to such distribution, but after adjustment for Taxable Income or Tax Losses with respect to the disposition of the Partnership’s assets incident to the dissolution of the Partnership and the winding up of its affairs, whether or not the disposition occurs prior to the dissolution of the Partnership, so that the balance of each Partner’s Capital Account shall be zero. 3. Final Reports Within a reasonable time following the completion of the liquidation of the Partnership’s properties, the Managing Partner shall supply to each Partner a statement that shall set forth the assets and liabilities of the Partnership as of the date of complete liquidation, each Partner’s portion of distributions pursuant to this Section 2, and the amounts paid to the Managing Partner pursuant to this Section 2. 4. Rights of Partners Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and his/her Capital Contribution (including the return thereof), and share of profits, and shall have no recourse therefore (upon dissolution of otherwise) against any other Partner. 5. Termination Upon the completion of the liquidation of the Partnership and the distribution of all Partnership funds, the Partnership shall terminate. |
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