infratrust 2 - Fondsvermittlung24.de

Partner, in the event that either (i) the Partnership’s assets
constitute “plan assets,” as such term is defined
for purposes of ERISA, or (ii) any of the transactions
contemplated by this Agreement constitute a “prohibited
transaction” under ERISA or the Code and no
exemption for such transaction is obtainable from the
United States Department of Labor or the General Partners
determines in its discretion not to seek such an
exemption.
In the Event of Withdrawal of a General Partner resulting
in only one General Partner remaining, such remaining
General Partner shall be obligated to elect to
continue the business of the Partnership within ninety
(90) days from the date of such Event of Withdrawal.
The Partnership shall not be dissolved or terminated
by the admission of any new Limited Partner or by the
withdrawal, expulsion, death, insolvency, bankruptcy
or disability of a Limited Partner.
16.2 Limited Partners’ Right to Continue the Business
of the Partnership. Upon the occurrence of an event
specified in paragraphs (d), (e) or (f) of Section 16.1
above with respect to the last remaining General Partner,
the Limited Partners shall have a right prior to the
effective date of the occurrence of any such event to
elect to continue the business of the Partnership pursuant
to the provisions of this Section 16.3. The effective
date of the events specified in paragraphs (d),
(e) and (f) of Section 16.1 above with respect to the last
remaining General Partner shall be one hundred twenty
(120) days after the date of any such event. In the case
of the occurrence of an event specified in paragraphs
(d), (e) or (f) of Section 16.1 above, the Limited Partners
may elect, by Majority Vote within one hundred
twenty (120) days from the date of such event, to continue
the business of the Partnership and elect one or
more new General Partners. The new General Partner
or General Partners so elected shall execute, deliver,
acknowledge and record an amendment to the Certificate
and such other documents and instruments as may
be necessary or appropriate to effect such change.
16.3 Payment to Withdrawn or Removed General Partner.
Upon the retirement, removal, voluntary withdrawal,
or Event of Withdrawal of a General Partner, the
Partnership shall be required to pay the General Partner
any amounts then accrued and owing to the General
Partner under this Agreement. The method of
payment to any the General Partner must be fair and
must protect the solvency and liquidity of the Partnership.
In addition, the Partnership shall have the right,
but not the obligation, to terminate any the General
Partner’s interest in Partnership income, losses, distributions
and capital upon payment to him of an amount
equal to the value of his interest in Partnership income,
losses, distributions and capital on the date of such retirement,
removal, voluntary withdrawal, or Event of
Withdrawal. Such interest shall be computed taking
into account the General Partner’s economic interest
in the Partnership under Articles IX and X hereof. In
the event the General Partner (or his representative)
and the Partnership cannot mutually agree upon such
value within ninety (90) days following such removal or
withdrawal, such value shall be determined by arbitration
before a panel of three appraisers, one of whom
shall be selected by the General Partner (or his representative)
and one by the Partnership, and the third of
whom shall be selected by the two appraisers so selected
by the parties. Such arbitration shall take place
in Atlanta, Georgia and shall be in accordance with the
rules and regulations of the American Arbitration Association
then in force and effect. The expense of arbitration
shall be borne equally by the General Partner
and the Partnership. Payment to the General Partner
of the value of his interest in Partnership income, losses,
distributions and capital shall be made by the delivery
of a promissory note (i) if the termination was
voluntary, being unsecured, bearing no interest and
having principal payable, if at all, from distributions
which the General Partner would have otherwise received
under this Agreement had the General Partner
not terminated; or (ii) if the termination was involuntary,
coming due in not less than five years and bearing
interest at the rate of the greater of nine percent (9%)
per annum or the rate of interest most recently announced
by Wells Fargo Bank, N.A. as its “prime rate”
as of the date of the termination plus one percent (1%)
per annum, with principal and interest payable annually
in equal installments. In addition, within one hundred
twenty (120) days after the determination of the
fair market value of the former General Partner’s interest,
upon the vote of a majority of the Limited Partners,
the Partnership may sell such interest to one or
more Persons who may be Affiliates of the remaining
General Partner or General Partners and admit such
Person or Persons to the Partnership as substitute General
Partner or Partners; provided, however, that the
purchase price to be paid to the Partnership for the
Partnership interest of the former General Partner shall
not be less than its fair market value as determined by
the procedure described above. Such substitute General
Partner or Partners may pay said purchase price in
installments in the manner set forth above. In the event
that the General Partner’s interest is not terminated by
the Partnership pursuant to the provisions set forth
above, such interest shall convert automatically to a
special limited partnership interest having the same interest
in the Partnership’s income, losses, distributions
and capital as was attributable to such interest as
a General Partner. In either event, any the General
Partner who has retired, has been removed or with respect
to which an Event of Withdrawal has occurred
shall have no further right to participate in the management
of the Partnership.
Article XVII
DISTRIBUTION ON TERMINATION OF PARTNER-
SHIP
17.1 Liquidation Distribution. Upon a dissolution and
final termination of the Partnership, the General
Partner (or in the event of a General Partner’s removal
or termination and, if there is no remaining General
Partner, any other Person selected by the Limited
Partners) shall take account of the Partnership
assets and liabilities, and the assets shall be liquidated
as promptly as is consistent with obtaining the
fair market value thereof, and the proceeds therefrom,
to the extent sufficient therefor, shall be applied
and distributed in accordance with Section 9.3
hereof.
17.2 Time of Liquidation. A reasonable time shall be
allowed for the orderly liquidation of the assets of the
Partnership and the discharge of liabilities to creditors
so as to enable the General Partner to minimize the losses
upon a liquidation.
17.3 Liquidation Statement. Each of the Partners shall
be furnished with a statement prepared or caused to
be prepared by the General Partner, which shall set
forth the assets and liabilities of the Partnership as of
the date of complete liquidation. Upon compliance
with the foregoing distribution plan, the Limited Partners
shall cease to be such, and the General Partner, as
the sole remaining Partner of the Partnership, shall
execute, acknowledge and cause to be filed a Certificate
of Cancellation of the Partnership.
17.4 No Liability for Return of Capital. The General
Partner shall not be personally liable for the return of
all or any part of the Capital Contributions of the Limited
Partners. Any such return shall be made solely
from Partnership assets.
17.5 No Right of Partition. The Partners and Assignees
shall have no right to receive Partnership Property in
kind, nor shall such Partners or Assignees have the
right to partition the Partnership Property, whether or
not upon the dissolution and termination of the Partnership.
17.6 Escheat of Distributions. If, upon termination and
dissolution of the Partnership, there remains outstanding
on the books of the Partnership (after a reasonable
period of time determined in the sole discretion of
the General Partners) a material amount of distribution
checks which have not been negotiated for payment
by the Limited Partners, the General Partner may, if
deemed to be in the best interest of the Partnership,
cause such amounts to be redistributed pro rata to
Limited Partners of record on such final distribution
date who have previously cashed all of their distribution
checks; provided, however, that neither the General
Partner nor the Partnership shall be liable for any
subsequent claims for payment of such redistributed
distributions. The General Partner is not required
to make such a redistribution, in which case such
amounts may eventually escheat to the appropriate
state.
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