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(a) First, to any Partner, the amount then due on
any Advances [loans to the entity] * * *
(b) Ordinary Net Cash Flow [revenues from
dividends, interest, and other items of ordinary income
in excess of ordinary and necessary operating expenses]
shall be distributed 0.6% to Lynn, 0.4% to Michael and
99% to the Trust.
(c) Extraordinary Net Cash Flow [revenues from
capital gains in excess of capital losses, less
consequent expenses] shall be distributed to the
Partners with positive Capital Account balances, pro
rata to the extent thereof.
The Agreement also specifies that “No distribution of funds of
the Partnership shall be made until the allocations described in
Paragraph 10 hereof [regarding the allocation of profits and
losses to the partners’ capital accounts] have first been made.”
The Agreement prohibits transfer, sale, assignment, or
encumbrance of a limited partnership interest without the consent
of all partners. Any transfer attempted in violation of this
restriction is declared by the Agreement to be null and void ab
initio. Under provisions of the Agreement, the entity is to be
dissolved upon the earlier of: (1) January 1, 2034; (2) the
retirement, withdrawal, death, or insanity of any general partner
or any other event or condition, other than removal, which
results in a general partner’s 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 partners
agree in writing within 60 days thereof to continue the business
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Last modified: May 25, 2011