General Partnership Agreement of A Business - Free Download | Page 4
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such regular time or times as the Partners acting in accordance with Section 8 shall determine;
provided that no distribution of Net Cash From Operations shall be made at any time when any
Installment of Purchase Price (as defined in Section 19) shall be due and owing but unpaid.
7.2. As used in this Section 7, the term "Net Cash From Operations" means, with
respect to any period in time:
7.2.1. The taxable income of the Partnership for federal income tax purposes
as shown on the books of the Partnership for such period, increased by:
(a) the depreciation and amortization deductions taken in computing
such taxable income, and
(b) any non-taxable income or receipts of the Partnership for such
period, reduced by:
(i) payments made during such period of principal of any
indebtedness of the Partnership for borrowed money, and
(ii) such expenditures and reserves for capital improvements
or replacements, repairs, other anticipated expenses and working capital
needs as the Partners, acting in accordance with Section 8, shall deem
reasonably necessary for the conduct of the business;
plus:
7.2.2. Any other funds (including without limitation amounts earlier set aside for
reserves but no longer deemed necessary for such purpose) deemed available for the
distribution by the Partners acting in accordance with Section 8.
7.3. In addition to regular distributions made pursuant to Section 7.1, upon any sale,
transfer or other disposition of any capital asset of the Partnership (hereinafter referred to as a
"Disposition"), the proceeds of such Disposition net of selling or other expenses and the
repayment of indebtedness secured by the asset subject to the Disposition (the "Net
Proceeds") shall be retained by the Partnership or be distributed to the Partners in proportion
to their respective Partnership Interests, all as the Partners acting in accordance with Section 8
shall determine.
Section 8
MANAGEMENT OF THE PARTNERSHIP
8.1. Except as all of the Partners may otherwise agree in writing, all actions and
decisions respecting the management, operation and control of the Partnership and its
business (including without limitation all determinations referred to in this Agreement) may be
taken or made with (and shall not be taken or made except with) the consent and agreement
of Partners having aggregate Partnership Interests of not less than ^%.
8.2. Each Partner shall devote to the business of the Partnership so much of his or
her time as shall in such Partner's sole judgment be reasonably necessary for the efficient
operation of the business.
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