Harbor Cove Marina Partners Partnership, Robert A. Collins, A Partner Other Than The Tax Matters Partner - Page 11

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               Collins alleged in the lawsuit that the “buyout provisions”            
          of the partnership agreement, which allowed for a liquidation of            
          a partner’s interest on the basis of the appraised values of                
          HCMP’s assets, were not applicable but that the applicable                  
          provisions were those in paragraph 12 of the partnership                    
          agreement.  Collins also alleged that Sunroad Asset was not                 
          allowed by the partnership agreement to distribute the marina to            
          itself or to an entity under its control but had to sell the                
          marina in the public market and divide the net proceeds among the           
          partners in accordance with their applicable percentages as set             
          forth in the partnership agreement.                                         
               On November 18, 1998, Sunroad Asset, in its capacity as a              
          general partner of HCMP and Sunroad limited partnership, formally           
          assigned the rights, title, and interest in the marina lease from           
          HCMP to Sunroad limited partnership.  The document underlying               
          this assignment was not executed by either Collins or the Port              
          District.  Approximately 3 weeks later, on December 8, 1998,                
          Sunroad Asset sent to Collins a check for $389,662; i.e., the               
          amount that Sunroad Asset maintained was the value of Collins’s             
          interest in HCMP as ascertained using the aforementioned                    
          appraised value of the marina.  Collins did not cash this check             
          upon receipt but deposited it with the trial court pending                  
          resolution of the lawsuit.                                                  

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