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PARTNR06.LEX
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1991-08-13
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.TX1 *** DISSOLUTION PROVISIONS FOR LIMITED PARTNERSHIP *********
ARTICLE VII
DISSOLUTION
7.1 Distribution of Assets on Dissolution. Upon dissolution of
the Partnership by mutual agreement or for any other reason its
liabilities to creditors shall be paid in the order of priority
provided by law, and the remaining assets, or the proceeds of
their sale, shall be distributed in accordance with the laws of
the State of {STATE/NAME}.
7.2 Election of Remaining Partners to Continue Business. In the
event of the bankruptcy, retirement, withdrawal, resignation,
expulsion or disability of the General Partner, the remaining
Partners shall have the right, by the admission of another
General Partner within ninety days, to continue the business of
the Partnership under its present name in conjunction with any
other person or persons they may select, but they shall pay to
the General Partner, its successors or assigns, the value of its
interest in the Partnership, as provided below.
7.3 Notice of Election to Continue Business. If the remaining
Partners elect to continue the business of the Partnership they
shall serve notice in writing of such election upon the General
Partner within ninety (90) days after the withdrawal or
disability of the General Partner. If at the time of such
election no trustee or successor to the General Partner has been
appointed notice shall be sent to the last known address of the
General Partner.
7.4 Valuation of General Partner's Interest. The value of the
interest of the General Partner shall be the sum of (a) its
capital account, (b) its drawing account, if any, and (c) its
proportionate share of accrued net profits. If a net loss has
been incurred to the date of valuation, its share of such net
loss shall be deducted. The assets of the Partnership shall be
valued at book value and no value shall be attributed to good
will.
7.5 Payment of Purchase Price. The value of the General
Partner's interest as determined in the above paragraph shall be
paid without interest to the General Partner, its successors or
assigns, in a down payment of fifteen percent (15%) thereof and
the balance in thirty-six (36) equal monthly installments
commencing on the first day of the third month after the date of
the notice of intention to continue the business.
7.6 Death of a Limited Partner. In the event of the death of a
Limited Partner, his personal representative during the period of
administration of his estate shall succeed to his rights hereunder
as a Limited Partner, and this interest as a Limited Partner may
be assigned to any member of the family of the Limited Partner
in distribution of his estate, or to any person in pursuance of a
bequest in his last will and testament, and such member of the
family (or person, if made by will) to whom such assignment or
bequest is made, shall thereupon succeed to his interest as a
Limited Partner and have all the rights of an assignee under
paragraph 6.1, above.
.TX2 *** MISCELLANEOUS PROVISION FOR LIMITED PARTNERSHIP ********
ARTICLE VIII
MISCELLANEOUS - SUBSTANTIVE PROVISIONS
8.1 Accounting Year, Books, Statements. The Partnership fiscal
year shall commence on January 1st of each year and shall end on
December 31st of each year. Full and accurate books of account
shall be kept at such place as the General Partner may from time
to time designate, showing the condition of the business and
finances of the Partnership. Each Partner shall have access to
such books of account and shall be entitled to examine them at
any time during ordinary business hours. At the end of each
year, the General Partner shall cause the Partnership's accountant
to prepare a balance sheet setting forth the financial position of
the Partnership as of the end of the year and a statement of
operations (income and expenses) for that year. A copy of the
balance sheet and statement of operations shall be delivered to
each Partner as soon as it is available.
Each Partner shall be deemed to have waived all objections to any
transaction or other facts about the operation of the Partnership
disclosed in such balance sheet and/or statement of operations
unless he shall have notified the General Partner in writing of
his objections within thirty (30) days of the date on which such
statement is mailed.
The Partnership books shall be kept on the accrual basis and in
accordance with generally accepted accounting principles
consistent with those employed for determining its income for
federal income tax purposes.
8.2 Partnership's Agents. Pursuant to the Partnership's day to
day activities the General Partner shall have the power to employ
land men, brokers, accountants, attorneys, and other agents to
act in the Partnership's behalf. It shall have power generally
to do any act or thing and execute all instruments necessary,
incidental or convenient to the proper administration of the
Partnership's property.
8.3 Transfers to Living Trusts. For purposes of this agreement,
any Partner may transfer his or her interest to said Partner's
Living Trust. Upon such transfer, legal title shall rest in such
Living Trust but such interest shall be subject to the same
events and circumstances as if the transferring Partner continued
to own such interest. Further, said transferring Partner shall
continue to exercise all rights and be liable for all duties
imposed by this agreement.
8.4 Checks. All checks or demands for money and notes of the
Partnership shall be signed by the General Partner or such other
person or persons as the General Partner may from time to time
designate.
8.5 Conflicts of Interest. Partners may engage in or possess
interests in other business ventures of every kind for their own
accounts. Neither the Partnership nor any of the Partners shall
have any rights by virtue of this agreement in such independent
business ventures or to the income or profits derived therefrom.
ARTICLE IX
MISCELLANEOUS
9.1 Execution in Counterpart. This agreement may be executed in
any number of counterparts, each of which shall be taken to be an
original. Valid execution shall be deemed to have occurred when
a Partnership signature page is executed by a Partner in question
and countersigned by the General Partner.
9.2 Indemnification. The Partnership shall indemnify any person
who is made, or threatened to be made, a party to any action,
suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he, his testator or
intestate is or was a General Partner, employee or agent of the
partnership, or serves or served any other enterprise at the
request of the Partnership, to the extent such Partner or person
was not acting with gross negligence or willful or wanton
disregard of either this agreement or the criminal statutes.
9.3 Notice. Any and all notices provided for herein shall be
given in writing by registered or certified mail, return receipt
requested, which shall be addressed to the last address known to
the sender, or shall be delivered to the recipient in person.
9.4 Modifications. No modification of this agreement shall be
valid unless such modification is in writing and signed by the
parties thereto.
9.5 Opinion. The doing of any act or the failure to do any act
by any Partner (the effect of which may cause or result in loss
or damage to the Partnership) if pursuant to opinion of legal
counsel employed by the General Partner on behalf of the
Partnership, shall not subject such Partner to any liability.
Further, the General Partner shall not be liable for any error in
judgment or any mistake of law or fact or any act done in good
faith in the exercise of powers and authority conferred upon it
but shall be liable only for gross negligence or willful default.
9.6 Agreement Binding. This agreement shall be binding upon the
parties hereto and upon their heirs, executors, administrators,
successors or assigns and the parties hereto agree for themselves
and their heirs, executors, administrators, successors and
assigns to execute any and all instruments in writing which are
or may become necessary or proper to carry out the purpose and
intent of this agreement.
9.7 Banking. The Partnership shall maintain a bank account or
bank accounts in the Partnership's name in a national or state
bank in the State of Oklahoma. Checks and drafts shall be drawn
on the Partnership's bank account for Partnership purposes only
and shall be signed by the General Partner, or its designated
agent.
9.8 Words and Gender or Number. As used herein, unless the
context clearly indicated the contrary, the singular number shall
include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
9.9 Severability. In the event any parts of this agreement are
found to be void, the remaining provisions of this agreement
shall nevertheless be binding with the same effect as though the
void parts were deleted.
9.10 Applicable Law. This agreement shall be subject to and
governed by the laws of the State of {STATE/NAME}.
IN WITNESS WHEREOF, the parties have executed this agreement this
{TODAY/DATE}.
COUNTERSIGNED: {GENL/PART/NAME1},
General Partner
By: _______________________
Authorized Agent
___________________________
Limited Partner
.TX3 *** SCHEDULE OF LIMITED PARTNERS CAPITAL CONTRIBUTIONS *****
SCHEDULE 'A'
Initial Capital Contributions
Partner Name Initial Contribution
______________________________ ________________________________
______________________________ ________________________________
______________________________ ________________________________
______________________________ ________________________________
______________________________ ________________________________
______________________________ ________________________________
______________________________ ________________________________
______________________________ ________________________________
.END ***************** END OF PARTNR06 TEXT *********************