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the calendar month during which it is given notice of such Transfer,provided that,if the Partnership <br /> is given notice of a Transfer at least ten (10) days prior to the Transfer, the Partnership shall <br /> recognize such Transfer as of the date of such Transfer,and provided further that,if the Partnership <br /> does not receive a notice stating the date such Partnership Interest was transferred and such other <br /> information as the General Partners may reasonably require within thirty (30) days after the end of <br /> the Fiscal Year during which the Transfer occurs, then all of such items shall be allocated, and all <br /> distributions shall be made,to the Person who,according to the books and records of the Partnership, <br /> was the owner of the Partnership Interest on the last day of the Fiscal Year during which the Transfer <br /> occurs. Neither the Partnership nor any General Partner shall incur any liability for making <br /> allocations and distributions in accordance with the provisions of this Section 9.3, whether or not <br /> any General Partner or the Partnership has knowledge of any Transfer of ownership of any <br /> Partnership Interest. <br /> 9.4 Encumbrance of Partnership Interest. No General Partner or Limited Partner or <br /> Transferee shall pledge, hypothecate or otherwise encumber all or any part of his/her Partnership <br /> Interest without the prior written consent of all of the General Partners, and any act in violation of <br /> this restriction shall be null and void as against the Partnership and the other Partners. <br /> 10. Dissolution. <br /> 10.1 Time of Dissolution. The Partnership is dissolved and its affairs shall be wound up <br /> upon the happening of the first to occur of the following: <br /> (a) Event of Withdrawal of General Partner. Upon the written consent of a <br /> majority of the remaining Limited Partners within ninety (90) days after an event of <br /> withdrawal of the last remaining General Partner. In the event more than one (1) General <br /> Partner is serving,the termination of status as a General Partner of one General Partner shall <br /> not dissolve the Partnership and the remaining General Partner(s) shall continue to serve in <br /> such capacity. <br /> (b) Written Consent. Written consent of all Partners. <br /> (c) Decree. Entry of decree of judicial dissolution under§ 7-62-802 of the Act. <br /> 10.2 Winding Up. In the event of the termination of the Partnership,the Partnership shall <br /> immediately commence to wind up its affairs. Upon the termination of the Partnership, a Liqui- <br /> dating Partner shall be appointed by the then-serving General Partners(who may appoint themselves <br /> or any of them). The Liquidating Partner shall execute, acknowledge and cause to be filed a <br /> cancellation to the certificate indicating the termination of the Partnership upon the dissolution and <br /> commencement of winding up of the Partnership. The Partners shall continue to share in Profits and <br /> Losses during liquidation in the same proportions as before termination. The proceeds from <br /> liquidation of the Partnership assets shall be applied in the following order of priority: <br /> 462364.9 1/2/02 22 <br />