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B limited partnership interest of 60 percent which the trust
assigned to Ms. Factor and Mr. Harper.
Section 20.1 of the partnership agreement provides that:
The Partnership shall be dissolved upon the earlier of:
(a) January 1, 2034.
(b) The retirement, withdrawal, death or insanity
of any General Partner or any other event or condition,
other than removal, which, pursuant to the Act and
unless otherwise provided in this Agreement, results in
a General Partner ceasing to be a General Partner,
unless (i) at the time there is at least one remaining
General Partner to continue the business of the
Partnership and such remaining General Partner chooses
to do so, or (ii) all the Partners, as provided in
Paragraph 12.5(l), above, agree in writing within 60
days thereof to continue the business of the
Partnership and, if necessary, to the admission of one
or more additional General Partners.
(c) An election to dissolve the Partnership made
in writing by the General Partners and the Limited
Partners, all as provided in Paragraph 12.5(f), above.
(d) The failure to elect, as provided in Paragraph
12.5(m), above, a successor General Partner within 60
days from and after removal of the last General
Partner.
Section 13.2 of the partnership agreement provides that:
No General Partner shall have the right to withdraw
from the Partnership without the consent of the Limited
Partners.
On his timely filed Federal Gift Tax return for 1994,
decedent reported a gift of a 0.4-percent general partnership
interest and a 24-percent Class B limited partnership interest in
Harper Financial Co., L.P., to Mr. Harper with values at the date
of the gifts of $6,400 and $230,400, respectively. Decedent also
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Last modified: May 25, 2011