- 32 -
tial creditors of any Family member; to establish a
combined investment policy for the Partnership; to
reduce the mechanics and costs of administration of
investments; * * * to facilitate the administration and
reduce the costs associated with the probate of the
estates of Family members; * * * to provide flexibility
in business and estate planning not available through
trusts, corporations or other business entities; to
reduce transaction costs and multiple deeds in trans-
ferring property among Family members; * * * and ac-
quiring, financing, developing, subdividing, managing,
improving, operating, leasing, mortgaging, refinancing,
pledging, selling or otherwise dealing with the Part-
nership Property * * *.
Each of the partnership agreements for the Five Partnerships
provided that distributions to partners may be made from each
such partnership only after, inter alia, determining whether the
financial condition of each such partnership permitted such
distributions. Each of the partnership agreements for the Five
Partnerships further provided that all distributions to the
partners of each such partnership must, “Unless otherwise agreed
by all the Partners in writing, * * * be made simultaneously to
each of the Partners and must be made in proportion to the
Partners’ Partnership Units.”
The children understood that Mr. Stone and Ms. Stone would
make the ultimate decision as to which, if any, of their parents’
respective assets their parents would transfer to each of the
Five Partnerships. In this connection, although Mr. Stone and
Ms. Stone agreed to form the Five Partnerships, they did not
intend to transfer all of the respective assets that they owned
to such partnerships in exchange for partnership interests. That
Page: Previous 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 NextLast modified: May 25, 2011