HomeMy WebLinkAbout0548 i
}
(B) Whenever Partners owning at least seventy- _
five percent (75%) of the total Units of Partnership Interest ~
shall determined in writing that the Partnership shall be
dissolved. ~
(C) The occurrence of any other event causing the
dissolution of a limited partnership under the laws of the -
State of Florida.
12.2 Successor Partnership: Upon dissolution of the
Partnership, the remaining General Partners or General
Partner, or, if the dissolution is caused by the retirement,
withdrawal, adjudication of insanity or incompetency, complete
liquidation or dissolution, death and/or adjudication of
bankruptcy of all the General Partners, then any group of
Partners (the-term "Partner" being deemed, in this Article
XII to include parties in interest) shall determine as
I! speedily as possible whether or not the Partnership shall,
pursuant to agreement by all Partners, be reformed (as a ~
limited partnership, general partnership, joint venture- or
similar organization) and its business continued under
arrangements which make proper provisions for its liability.
In the event of such reformation pursuant to agreement by
all Partners, such reformation shall constitute the termination
of the Partnership.
~ 12.3 Liquidation Upon Dissolution: In the event that
all Partners cannot agree upon reformation, then the aforesaid
General Partners or General Partner or group of Partners
shall proceed-with dispatch and without any unnecessary
delay to sell or otherwise liquidate the Partnership Assets '
~ and, after paying or duly providing for all liability to
creditors of the Partnership, to distribute the net proceeds
and any other liquid assets of the Partnership among the
Partners in the manner set forth in Section 12.4. Notwith-
standing the foregoing, in the event of dissolution, before
f any Partnership Assets shall be placed on the market for
sale, the aforesaid General Partners or General Partner or
group of Partners shall call a meeting of all Partners. In
- the event that Partners owning at least twenty-five percent
~ (25%) of the total Units of Partnership Interest shall
determine they wish to pu"rchase all (but not less than all)
of the Partnership Assets, then such Partners (hereinafter,
in this Section 11.3, referred to as the "Purchasing Partners")
E shall have the option to purchase the Partnership Interest
of the other Partners (hereinafter, in this Section 12.3
referred Ito as the "Selling Partners") in the-Partnership
-24 BOOK~2~ PAGE 54S