THE PARTNERSHIP HAVE BEEN SATISFIED OR
ASSUMED BY THE GENERAL PARTNER.
THE LIQUIDATION AGENT SHALL CONTINUE TO ACT TO
ENFORCE ALL OF THE RIGHTS OF THE PARTNERSHIP PURSUANT TO ANY SUCH OBLIGATIONS
UNTIL PAID IN FULL OR OTHERWISE DISCHARGED OR SETTLED.
8.4
DISTRIBUTIONS IN KIND.
IN THE EVENT THAT IT
BECOMES NECESSARY TO MAKE A DISTRIBUTION OF PARTNERSHIP PROPERTY IN KIND IN
CONNECTION WITH THE LIQUIDATION OF THE PARTNERSHIP, THE GENERAL PARTNER MAY, IF
IT DETERMINES THAT TO DO SO WOULD BE IN THE BEST INTEREST OF THE PARTNERS AND
OBTAINS THE CONSENT OF THE LIMITED PARTNERS, TRANSFER AND CONVEY SUCH PROPERTY
TO THE DISTRIBUTEES AS TENANTS IN COMMON, SUBJECT TO ANY LIABILITIES ATTACHED
THERETO, SO AS TO VEST IN THEM UNDIVIDED INTERESTS IN THE WHOLE OF SUCH PROPERTY
IN PROPORTION TO THEIR RESPECTIVE RIGHTS TO SHARE IN THE PROCEEDS OF THE SALE OF
SUCH PROPERTY (OTHER THAN AS A CREDITOR) IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8.2 HEREOF.
IMMEDIATELY PRIOR TO THE DISTRIBUTION OF PARTNERSHIP
PROPERTY IN KIND, THE CAPITAL ACCOUNT OF EACH PARTNER SHALL BE INCREASED OR
DECREASED, AS THE CASE MAY BE, TO REFLECT THE MANNER IN WHICH THE UNREALIZED
INCOME, GAIN, LOSS AND DEDUCTION INHERENT IN SUCH PROPERTY (TO THE EXTENT NOT
PREVIOUSLY REFLECTED IN THE CAPITAL ACCOUNTS) WOULD BE ALLOCATED AMONG THE
PARTNERS IF THERE WERE A TAXABLE DISPOSITION OF SUCH PROPERTY FOR ITS FAIR
MARKET VALUE AS OF THE DATE OF THE DISTRIBUTION.
8.5
DOCUMENTATION OF LIQUIDATION.
UPON THE
COMPLETION OF THE DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP, THE
PARTNERSHIP SHALL TERMINATE AND THE LIQUIDATION AGENT SHALL HAVE THE AUTHORITY
TO EXECUTE AND RECORD ANY AND ALL DOCUMENTS OR INSTRUMENTS REQUIRED TO EFFECT
THE DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP.
8.6
LIABILITY OF THE LIQUIDATION AGENT.
THE
LIQUIDATION AGENT SHALL BE INDEMNIFIED AND HELD HARMLESS BY THE PARTNERSHIP FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, COSTS, DAMAGES AND CAUSES
OF ACTION OF ANY NATURE WHATSOEVER ARISING OUT OF OR INCIDENTAL TO THE
LIQUIDATION AGENT'S TAKING OF ANY ACTION AUTHORIZED UNDER OR WITHIN THE SCOPE OF
THIS AGREEMENT; AND PROVIDED, HOWEVER, THAT NO PARTNER SHALL HAVE ANY PERSONAL
LIABILITY WITH RESPECT TO THE FOREGOING INDEMNIFICATION, ANY SUCH
INDEMNIFICATION TO BE SATISFIED SOLELY OUT OF THE ASSETS OF THE PARTNERSHIP; AND
PROVIDED FURTHER, HOWEVER, THAT THE LIQUIDATION AGENT SHALL NOT BE ENTITLED TO
INDEMNIFICATION, AND SHALL NOT BE HELD HARMLESS, WHERE THE CLAIM, DEMAND,
LIABILITY, COST, DAMAGE OR CAUSE OF ACTION AT ISSUE AROSE OUT OF:
39
(A)
A MATTER ENTIRELY UNRELATED TO THE
LIQUIDATION AGENT'S ACTION OR CONDUCT PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT; OR
(B)
THE PROVEN MISCONDUCT OR GROSS NEGLIGENCE OF
THE LIQUIDATION AGENT.
ARTICLE IX
TRANSFER OF PARTNERSHIP INTERESTS AND RELATED MATTERS
9.1
GENERAL PARTNER TRANSFERS AND DEEMED
TRANSFERS.
THE GENERAL PARTNER SHALL NOT (I) WITHDRAW FROM THE PARTNERSHIP,
(II) MERGE, CONSOLIDATE OR ENGAGE IN ANY COMBINATION WITH ANOTHER PERSON,
(III) SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR (IV) SELL, ASSIGN, PLEDGE,
ENCUMBER OR