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In 1995, petitioners transferred additional assets to KILP
with an aggregate fair market value of approximately $9.9 million.
Partnership Agreements
The KFLP and KILP partnership agreements are identical in all
material respects. They include a number of provisions pertinent
to the pending motion.
Section 3.03 of the partnership agreements states that the
general partners shall appoint petitioners to serve jointly as the
managing partner, that if either petitioner fails or ceases to
serve as managing partner, then the other shall continue to serve
as managing partner, and, if both petitioners cease or fail to
serve as managing partner, then Mary Kerr Winters shall serve as
managing partner. Section 3.10(b) states the general rule that no
limited partner shall have any control over the management of the
partnerships. However, section 3.09(e) states that the partnership
shall not take action with respect to certain enumerated “Major
Decisions” without prior written consent of a majority of the
limited partners. Section 3.10(e) identifies “Major Decisions” as
extraordinary events such as the partnership's filing a petition in
bankruptcy, any act that would make it impossible to carry on the
partnership's business, and any act in contravention of the
partnership agreement.
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Last modified: May 25, 2011