Limited Partnership Agreement Page 20
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22C.
In the event of death, incompetency or withdrawal of the General Partner,
the Limited Partners shall elect a new General Partner by a fifty-one percent (51%) vote. Each
Partner's interest shall be reduced proportionately to the extent of the new General Partner
interest. If a new General Partner is not selected within ninety (90) days after the date of death,
incompetency or withdrawal, then the Partnership shall be wound up and dissolved.
12.4
Responsibility for Winding Up. Upon dissolution of the Partnership, the affairs of
the Partnership shall be wound up by the General Partner, or if there is no General Partner, the
Partnership's affairs shall be wound up by the Limited Partners.
12.5
Liquidation and Distribution. The person or persons responsible for winding up
the affairs of the Partnership shall take full account of the Partnership assets and liabilities, shall
liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value
thereof, and shall apply and distribute the proceeds in the following order:
A.
To creditors of the Partnership, including Partners who are creditors to the
extent provided by law;
B.
Then to the Partners in proportion to their capital accounts.
C.
Any Partner with a deficit in his capital account following the distribution
of liquidation proceeds is required to restore the amount of such deficit to the Partnership, which
amount shall be distributed to the other Partners in proportion to their positive capital account
balances or paid to creditors.
12.6
Filing Certificate of Dissolution. Upon dissolution of the Partnership, the General
Partner shall execute and file in the office of the Secretary of State of the State of California a
Certificate of Dissolution. If dissolution occurs after a sole General Partner ceases to be a
General Partner, the Limited Partners conducting the winding up of the Partnership's affairs shall
file the Certificate of Dissolution.
12.7
Cancellation of Certificate of Limited Partnership.
Upon completion of the
winding up of the Partnership's affairs, the Partners conducting the winding up of the
Partnership's affairs shall execute and file in the office of the Secretary of State of the State of
California a Certificate of Cancellation of the Certificate of Limited Partnership. If dissolution
occurs after a sole General Partner ceases to be a General Partner, the Limited Partners
conducting the winding up of the Partnership's affairs shall file the Certificate of Cancellation.
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