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(e) Otherwise by operation of law.
(f) Liquidation of a General Partner shall not be
deemed a withdrawal, provided that the stockholders remain as
G~„rra;. Partners.
18. Distribution on Liquidation. On liquidation, the
Partnership Assets shall be distributed in payment of the
liabilities of the Partnership in the following order:
{a) Ta the payment of the debts and liabilities of
the Partnership and the ~xpenses of liqudation, including a
reasonable sales commission to the selling agent, if any.
(b) To ~etting up any reserves which the General
Partners deems reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Parthership or of
the General Partners arising out of or in connection with the
Partnership. Said reserves may ~e paia over by the Managing
General Partner to a bank or to an attorney at law as escrow
Agent, to be held for the purpose of disbucsing such reserves
in payment of any of the aforementioned contingencies, and at
the expiration ot such perioa, as the General Partners shall
deem advisable, to distribute the balance thereof in the manner
provided in this Paragraph 18 ana in the order named. In th~
event of disaqreement the maximum ar~ount recommended by either
General Partner shall be withheld froru aistribution.
(c) To the payment of the Limited Partner and
Fairfield ana tne Managing Genezal Part~er of their respective
capital account as recorded on the Partnership Books at the
date of distribution. However, in the event the Limited
Partner anci Fairrield have not received back their full
orig-in~-flvestment, they shall be distributed as a priority an
amount to fully reimburse them for any deficiency.
(d) T~,e balance, if any, shall then be distributed to
the Limitea Partner and to Fairfield and to the Managing
General Partner in accordance with Paragraph 7 of this
Agreement.
(f) A reasonable time „ as determined by the Managing
General Partner [not to exceed one (1) year except as provided
in Paragrapn 18(b)~, shall be a~lowed for the orderly
liquidation of the assets of the Partnership and the discharge
of liabilities to the creditors so as to enable the Managing
General Pactner to minimize any losses attendant upon the
liquida~ion.
- ~ 5 - ~~~K 350 ~~~~ 1204
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