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Intellectual Capital Management

than one general partner) fleet to continue the business of the Partnership without dissolution, or (11) within 90 days thereafter Two-thirds in Interest of the Limited Partners agree in writing to continue the business of the Partnership and to the appointment effective as of the ckte of such event of one or more general partners of the Partnership;


(d) After an event of Malfeasance, with the approval of Two-thirds in Interest of the Limited Partners and, for any other reason, with the approval of Limited Partners representing at least 80% of the Limited Partners' Voting Interests;


(e) A court of competent jurisdiction decrees dissolution as provided in Section 17-802 of the Delaware Act;


(f) The General Partner elects to dissolve the Partnership with the approval of Two-thirds in Interest of the Limited Partners, and the giving of written notice of such decision by the General Partner to all Limited Partners;


(g) The death of the last surviving Managing Director unless within one hundred twenty (120) days after such death Two-thirds in Interest of the Limited Partners agree to continue the business of the Partnership; or


(h) At any time there are no limited partners of the Partnership, unless the Partnership is continued in accordance with the Delaware Act.


18.4 Distribution of Assets on Liquidation.


(a) In liquidating the Partnership, the General Partner will make distributions in cash, in kind, or partly in cash and partly in kind as the General Partner may determine; provided, that any distribution partly in cash and partly in kind shall be pro rata among the Partners. The General Partner need not distribute all of the Assets at once, but may make partial distributions.




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