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Managing General Partner’s determination regarding
whether or not to make distributions and the amount of
distributions to be made shall be final and binding on
all Partners. Such distributions shall be made to each
Partner in accordance with such Partner’s Interest in
the Partnership.
Likewise, “Assets of the Partnership may be distributed in kind
in the sole and absolute discretion of the Managing General
Partner.”
Pursuant to the SFLP agreement, the partnership would be
dissolved and terminated upon: (1) A unanimous vote of the
limited partners and unanimous consent of the general partners;
(2) a decision of the managing general partner after the
disposition of substantially all partnership assets; (3) an entry
of judicial dissolution; (4) the death, insolvency, bankruptcy,
removal, or withdrawal of any general partner, unless the limited
partners within 90 days unanimously elect a new general partner
to continue the business; (5) the involuntary transfer of a
general partnership interest in the event there is only one
general partner, unless the limited partners within 90 days vote
unanimously to continue the partnership; or (6) December 31,
2014.
Upon dissolution and termination, SFLP was to be liquidated.
The managing general partner was designated as liquidator and
instructed to dispose of partnership assets first in payment of
third-party debts, then in repayment of loans from partners, and
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Last modified: May 25, 2011