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4.9 Books and Records.
Complete and accurate books of account shall be kept at the principal place of business
of the Partnership and shall show the condition of the business and finances of the Partnership,
and each Partner shall have access to, and may inspect and copy, any part thereof.
4.10 Partnership Property.
Unless otherwise unanimously agreed by the Partners or unless registered in the name of
a trustee, all Partnership property shall be registered in the name of the Partnership in proportion
to the Capital Account of each Partner.
ARTICLE 5 – DETERMINATION OF PARTNERSHIP
5.1 General.
Except as expressly permitted in this Article 5, or as otherwise unanimously agreed to in
writing by the Partners, no Partner may sell, assign, convey, transfer, mortgage, charge or
otherwise encumber all or any part of its share or interest in the Partnership.
5.2 Dissolution.
The Partnership shall be dissolved at any time by unanimous resolution of the Partners
passed at a meeting of the Partners called for that purpose. The Partnership may also be
terminated by unanimous agreement in writing signed by all of the Partners.
5.3 Determination.
In the event of the dissolution of the Partnership, the Partnership shall terminate and a
proper accounting shall be made of the capital and income accounts of each Partner and the
profit or losses of the Partnership to the date of dissolution by the Accountants. The assets of the
Partnership shall be liquidated and the proceeds of such liquidation shall then be distributed as
follows, unless the Partners otherwise unanimously agree:
(a) firstly, to repay all costs, debts, expenses, liabilities and obligations of the
Partnership;
(b) secondly, to pay to each Partner its share of the capital; and
(c) thirdly, to divide the surplus, if any, between the Partners in the proportions in
which they are entitled to share in profits.
In the event that such liquidation proceeds shall not be sufficient to satisfy the liabilities of the
Partnership, each of the Partners shall contribute its pro rata share, as determined in accordance
with their individual Capital Accounts of the Partnership, of such further funds as shall be
necessary to satisfy in full, the liabilities of the Partnership.
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