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HomeMy WebLinkAbout1566 ,c.~_ . , ! ' f ' _ i • interest on his contribution of capital to the Limited Partnership. j G. If any Limited Partner shall. become liable to creditors of the Limited Partnership by the application of law, he shall not thereby be deemed a,"general partner" for the pprpo$es of this..Agreement and~he shall not be liable ae a general partner to other Members. . H. Title to the Real Property or Personal Property shall be held in the name of the Limited Partnership. ~ ~ I. This Agreement sriall be binding upon all the parties aad their estates, heirs, executors, administrators, successors and assigns. J. In the event that any provision of this Agreement shall held to be invalid, the same shall not affect in any respect whatsoever-the - validity of the remainder of this Agreement. : SECTION EIGHTEEN: TERMINATION OF THE LIMITED PARTNERSHIP A. 'fie Limited Partnership shall be terminated and - dissolved December 31, 1999, or on the happening of any of the following events, whichever shall occur earlier: 1. Upon the bankruptcy, receivership, death, insanity, or incapacity of both of the Ceneral Partners. 2. Upon the retirement or resignation of both of the General Partners by Ninety (90) days written notice to all other Mestbers. 3: By an instrument executed by Limi-ted Partners owning two-thirds (2/3) of the total Units then owned. - ~ SECTION NINETEEN' LIQUIDATION AFTER TERMINATION A. Upon the termination of the Limited Partnership, a gE E statement shall be prepared setting forth the assets and liabilities of the p Limited Partnership, and a copy of such statement shall be furnished to each of the Members and assignees as promptly as possible. B. Upon such termination, if. the Limited Partnership shall ~ own the Real or Personal Property or any part thereof, Members owning a ~ majority of the Uaits then owned shall determine whether: 1. Distribution of the assets of the Limited Partner- ' ship shall be wade in kind as well as in cash and upon what terms and condi- ~ tions; provided, however, that if said majority agree upon distribution in -larold H. Goldnwn kind in whole or in part, but -said majority do not agree as to the value of s ~TTORNkY-AT-tAW f eo2s i i+OMd 1M1. - r. k.wds,N~sias any property to be distributed in kind then it is agreed that an independent and disinterested appraiser shall be chosen by said majority which appraiser - i shall proceed to appraise any property, and whose finding shall be binding - a~~3 X1564 -11- - 4 _ F 4~~ . 1 ~ t - .