Laserfiche WebLink
Person or of all or any substantial part of the property of such Person which order shall not be <br /> dismissed within sixty (60) days. <br /> 2.6 Capital Account. An individual Capital Account shall be maintained for each Partner. <br /> Where a person is both a general and limited partner,a separate Capital Account shall be maintained <br /> for such Partner's interest in each such capacity. The Capital Account of each Partner shall be <br /> credited with(1)the amount of money contributed by such Partner to the Partnership as well as the <br /> amount of any Partnership liabilities that are assumed by such Partner(other than in connection with <br /> a distribution of property to such Partner as described below),(2)the fair market value(as provided <br /> for in Section 3.1 hereof or otherwise as agreed by the Partners) of property contributed by such <br /> Partner to the Partnership(net of liabilities secured by such contributed property that the Partnership <br /> assumes or takes subject to),and(3)allocations to such Partner of the Profits of the Partnership and <br /> other items of income or gain described in Section 4 hereof. The Capital Account of each Partner <br /> shall be charged with(1)the amount of money distributed to such Partner by the Partnership and the <br /> amount of any liabilities of any such Partner that are assumed by the Partnership (other than in <br /> connection with a contribution of property by such Partner as described above), (2)the fair market <br /> value (as determined by agreement of the Partners) of property distributed to such Partner by the <br /> Partnership(net of liabilities secured by such distributed property that such Partner assumes or takes <br /> subject to), and (3) allocations to such Partner of Losses and other items of loss or expenditure <br /> described in Section 4. The foregoing and other provisions of this instrument relating to the <br /> maintenance of Capital Accounts are intended to comply with Treasury Regulation§ 1.704-1(b),and <br /> shall be interpreted and applied in a manner consistent with such regulations except as modified <br /> herein. <br /> 2.7 Code. The "Code" shall refer to the Internal Revenue Code of 1986, as amended. <br /> 2.8 Distributable Cash. "Distributable Cash"shall mean gross receipts from the operation <br /> • of the business of the Partnership, net proceeds from the sale of its property or any portion thereof, <br /> or any cash proceeds arising out of the borrowings of the Partnership,plus:(1)Capital Contributions. <br /> including any payments of interest and principal on Promissory Notes contributed by Partners to the <br /> Capital of the Partnership; (2) payments of any interest and principal on any notes receivable held <br /> by the Partnership; and (3) insurance proceeds; minus: (1) all expenses, (2) interest and principal <br /> payments on indebtedness of the Partnership, (3) cash distributions to Partners; (4) additional <br /> investments of any kind or nature, determined to be appropriate by the General Partners, and as <br /> increased or decreased(as the case may be)by additions to or reductions from cash reserve accounts <br /> of the Partnership made in the discretion of the General Partners. <br /> 2.9 Existing Partnership. "Existing Partnership" means Sylvan Dale Ranch, Ltd., a <br /> Colorado limited partnership. <br /> 2.10 Family. "Family"means Mayme I.Jessup, David Jessup and Susan Jessup,and their <br /> descendants. <br /> 462364.9 1/2/02 5 <br />