- 8 -
the Partnership, without first obtaining the written consent
thereto of a Majority in Interest of the Limited Partners.
(i) Enter into any transactions, other than
those transactions contemplated by Paragraph 7, in
which a General Partner has an actual or potential
conflict of interest with the Trust or the Partnership,
without first obtaining the written consent thereto of
a Majority in Interest of the Limited Partners.
(j) Admit a person as a general partner,
without first obtaining the written consent thereto,
and to any related transactions with such person, of a
Majority in Interest of the Limited Partners.
(k) Amend this Agreement, without first
obtaining the written consent thereto of a Majority in
Interest of the Limited Partners.
In addition, Paragraph 12.5 provides explicitly that “The Trust
is entitled to vote, prior to any such action being taken to”
approve any of the above-enumerated actions.
Regarding capital accounts and contributions, the Agreement
states that capital accounts were to be established and
maintained in accordance with section 704(b) and the regulations
promulgated pursuant thereto; namely, section 1.704-1(b)(2)(iv),
Income Tax Regs. In general, Paragraph 10.2 of the document
requires that profits and losses be allocated 0.6 percent, 0.4
percent, and 99 percent to the capital accounts of Lynn, Michael,
and the Trust, respectively. The Agreement also sets forth the
following with respect to contributions: “Concurrently with the
execution of this Agreement (or as soon thereafter as is
reasonably possible), the Trust shall make an initial capital
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011