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such assignment would cause a termination of the
Partnership for federal income tax purposes, but any
such assignment shall not relieve the assigning Partner
of his obligations hereunder, unless consented to by
the other Partners; provided, however, that no such
assignment to a person other than a person related by
blood or marriage to Marie Louise Kealy, Walter G.
Kealy or George A. Lehmann shall be effective unless
the interest assigned is first offered to the Partners,
both collectively and individually, on the same terms
and conditions for a period of ninety (90) days
[hereafter referred to as right of first refusal].
The partnership agreement granted the general partners sole
discretion in setting the management fee that they were entitled
to receive from the partnership. Historically, the rate had been
2 percent of the partnership's gross rental income. In 1991, the
general partners raised the fee from 2 percent to 5 percent of
such income.
During 1983, a lawsuit was filed regarding the
interpretation of certain terms of the ground lease. To resolve
the dispute, the partnership and the lessee amended the terms of
the lease on January 30, 1984, to provide for, inter alia,
periodic rent adjustments during the life of the lease (fifth
amendment). The lease and the fifth amendment directed that the
rent was to be adjusted every 10 years, beginning on January 1,
1993, to an amount equal to a specified percentage per annum
(rental rate) of the fair market value of the land on the first
day of the 10-year period as if the land were not encumbered by
the lease (unencumbered land).
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Last modified: May 25, 2011