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Limi ed Partners if such demand would cause a default of any financing or other obligation of <br />the artnership, or if such demand would cause a breach of any agreement to which the <br />P rship is a party. <br />ARTICLE 12 <br />DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP <br />12.01 Dissolution of the Partnership. Upon the expiration of the term of the <br />Partnership or upon the dissolution of the Partnership under any of the other provisions of this <br />Agre ment, a full and general accounting shall be taken of the Partnership business and the <br />affaii s of the Partnership shall be wound up. Any profits or losses incurred since the last previous <br />acco nting shall be allocated among the General Partner and the Limited Partners in accordance <br />with he provisions of Articles 3 and 4, and shall be added to the distribution to be made to each <br />the eneral Partner and Limited Partners. The General Partner or Limited Partner or Limited <br />P rs appointed as provided above, as the• case may be, shall wind up and liquidate the <br />Partr Drship by selling the Partnership's assets and paying all the Partnership liabilities and <br />expei ises and fees incurred in connection therewith, or by distributing such assets in kind, subject <br />to su,.h liabilities, or by a combination thereof, as determined by the General Partner, or by a <br />majo 'ty in interest of the Limited Partners, if a Limited Partner or Partners are responsible for <br />liqui sting the Partnership. Thereafter, the balance of the proceeds, if any, shall first be <br />di sited to the Partners in proportion to their capital interests in the Partnership, taking into <br />accoi int any deficit balances in said capital accounts. Notwithstanding any provision of this <br />Agre went to the contrary, if, at the time of the liquidation of the Partnership, if within seven (7) <br />year from the date of a contribution, the Partnership then holds property originally contributed <br />by a artner, the Partnership shall distribute such property to such Partner and not to any other <br />Pa r. If after the assets or net proceeds are distributed there exists a capital account having a <br />defic t balance, the Partner having such deficit balance shall be required to restore the capital <br />acco nt deficit. <br />12.02 Liquidation of Partnership. A reasonable time shall be allowed for the orderly <br />liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to <br />mini minij nize the normal losses attendant upon a liquidation; provided, however, that in no event <br />shall the liquidation of the assets of the Partnership, the payment of creditors, and the distribution <br />of P ership assets to the General and Limited Partners occur more than one year after the <br />occu ence of the event causing the dissolution of the Partnership pursuant to this Agreement. In <br />addi on, all distributions shall be made within the taxable year that the liquidation occurs or, if <br />later, within ninety (90) days following such liquidation. <br />12.03 Reports. The Partners shall be furnished with a statement prepared by the <br />Partr ership's accountants, which shall set forth the assets and liabilities of the Partnership as of <br />the to of complete liquidation. The General Partner shall cause to be filed with the Colorado <br />Secr tarn of State's office Articles of Dissolution of the Partnership. <br />12 <br />