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obligations of Hope and Hope Jr., and accepted the partnership
agreement, and (2) Sunroad Asset as part of the assignment
assumed all HCMP obligations of Sunroad Real Estate and accepted
the partnership agreement. As of the end of December 31, 1997,
HCMP’s partners were Sunroad Asset, Marina Holdings, and Collins,
and their ownership interests were 70, 20, and 10 percent,
respectively. Sunroad Asset was at that time HCMP’s managing
general partner.
On May 26, 1998, Sunroad Asset, in its capacity as HCMP’s
managing general partner, notified Collins that it had decided to
dissolve HCMP pursuant to paragraph 11 of the partnership
agreement. Paragraph 11 stated in relevant part that HCMP “shall
be dissolved upon the * * * decision of the MGP [managing general
partner] * * * [or] * * * The sale of all or substantially all of
the Partnership assets and collection of all monies due
therefrom”. The notification also stated that paragraph 12 of
the partnership agreement directed Sunroad Asset, as HCMP’s
managing general partner, to wind up and liquidate HCMP by
selling its property and by applying and distributing those
proceeds in the manner described in the partnership agreement.
Paragraph 12, entitled “LIQUIDATION”, stated in relevant part:
12.1. In the event of a dissolution as
hereinabove provided, the Partnership shall forthwith
be dissolved and terminated, and any certificates or
notices thereof required by law shall be filed or
published by the Liquidator (as defined below). The
MGP * * * shall wind up and liquidate the Partnership
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Last modified: May 25, 2011