Harbor Cove Marina Partners Partnership, Robert A. Collins, A Partner Other Than The Tax Matters Partner - Page 8

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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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