Agenda - Council - 06/11/1985 - Special

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.I I I I I I I I I I I I I I I I I I I written notice executed by all the Partners, dissolve the Partnership and liquidate the Partnership business. B. Liquidation upon Separation If upon the separation of any Partner from the Partnership, the interest of the separated Partner is not purchased by the remaining Partner as herein provided, then the Partnership shall be dissolved and the business of the Partnership shall be liquidated. SECTION 16.2 Procedure Upon Liquidation - In case of liquidation of the Partnership business, the Partners shall immediately commence to complete all matters in process and wind up the affairs of the Partnership. All accounts receivable of the Partnership shall be collected promptly, and a full and general accounting shall be taken. Settlement shall be made as follows: A. If a Partner has any deficit in his capital account or his drawing account, or owes any other obligations to the Partnership as of the effective date of liquidation, such deficit or obligation shall promptly be paid to the Partnership shall be entitled to offset any such obligations or deficits against any payments or distributions made to such Partner hereunder. B. So far as possible, all capital assets of the Partnership shall be sold. If no such sale can be effected promptly, such assetsf shall be distributed in kind in liquidation of the Partnership, each Partner accepting an undivided interest in such assets. C. The assets of the Partnershipf or the proceeds of their sale or liquidation, shall then be applied and used to pay or' provide for all debts, liabilities and obligations of the Partnership to creditors other than to Partners, and the expenses of liquidation, if any. D. If the Pa~ners deem it reasonably necessary~ reserves may be set up for any contingent or unforeseen liabilities or obligations of the Partnership, or of the Partners arising out of or in connection with -13-