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Exhibit 3
AGREEMENT DISSOLVING GENERAL PARTNERSHIP
THIS AGREEMENT is made as of May 13, 1997, by and between XXXXXXX X.
XXXXX, residing at 00 Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxxxx 00000 (the
"Managing General Partner") and the individuals identified as General Partners
of Capital Source Partners, a New Jersey general partnership, on Exhibit A
annexed hereto, and made a part hereof.
ARTICLE I. RECITALS
DESCRIPTION OF PARTNERSHIP
1.01 The Managing General Partner and a majority of the General Partners
(collectively referred to as the "Partners" and listed on Exhibit A annexed
hereto) have been and now are all of the Partners of a business engaged in all
lawful purposes authorized under New Jersey law under the firm name of Capital
Source Partners ("CSP") at 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000.
PARTNERSHIP AGREEMENT
1.02 The Partners entered into the Partnership and have continued in
partnership under the provisions of a written agreement dated December 7, 1992
("Partnership Agreement"), a copy of which is attached to this Agreement as
Exhibit B and incorporated by reference in this Agreement.
DESIRE TO DISSOLVE
1.03 Pursuant to Section 13.1(a) of the Partnership Agreement, the
Partners now desire to dissolve the Partnership and liquidate its affairs
pursuant to a plan by which the Managing General Partner sells all of the assets
of the Partnership and distributes to the Partners any proceeds remaining after
the payment of all liabilities of the Partnership.
ARTICLE II. DISSOLUTION
EFFECTIVE DATE
2.01 The Partners agree to dissolve their Partnership, effective at the
close of business on the date that consents of a majority in interest of the
Partners is obtained, and shall thereafter promptly liquidate and wind-up the
affairs of the Partnership.
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NOTICE OF DISSOLUTION
2.02 The Partners shall cause a notice of the dissolution to be published
at least once in a newspaper of general circulation in all counties in New
Jersey where the Partnership business has been regularly carried on.
TERMINATION OF BUSINESS
2.03 Except for the purpose of carrying out the winding up and liquidation
of the business of the Partnership, no Partner shall transact any further
business nor incur any further obligations on behalf of the Partnership after
the date of this Agreement.
CERTIFICATE OF DISSOLUTION
2.04 The Partners shall cause a Certificate of Dissolution to be filed
with the County Clerk in each county in New Jersey where the Partnership has
filed any statement or certificate pertaining to its use of any business name or
trade name.
ARTICLE III. LIQUIDATION
ACCOUNTING
3.01 Immediately following the dissolution of the Partnership, the
Partners shall cause an accounting to be made of all of the assets, liabilities,
and net worth of the Partnership as of the effective date of the dissolution.
DISCLOSURE
3.02 Except as disclosed in the books and records of the Partnership, each
of the Partners represents and warrants that he, she or it had not previously
contracted any liability that can or may charge the Partnership or the other
party, nor has he, she or it received or discharged any of the credits, moneys,
or effects of the Partnership.
SETTLING ACCOUNTS
3.03 On completion of the accounting, the Partners shall pay all of the
liabilities of the Partnership, although the Managing General Partner may
maintain an appropriate reserve in the amount he determines for any contingent
liability until the contingent liability is satisfied. Any balance of the
reserve shall be distributed together with any other sum remaining after payment
of the outstanding Partnership liabilities to the Partners as their interest
appears on Exhibit A.
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APPOINTMENT OF LIQUIDATING PARTNER
3.04 The Managing General Partner is appointed as the liquidating partner
to carry out the terms and conditions of the Agreement.
INSPECTION OF BOOKS AND RECORDS
3.05 Each Partner shall have the right, directly or through his, her or
its representative, at all reasonable times, to examine the books and pertinent
records of the Partnership to establish and enforce his, her or its rights under
this Agreement.
ARTICLE IV. CONSTRUCTION PROVISIONS
GOVERNING LAW
4.01 This Agreement shall be governed by and construed in accordance with
the laws of New Jersey.
OTHER INSTRUMENTS
4.02 The Partners covenant and agree that they will execute any other
instruments and documents that are or may become necessary or convenient to
carry out this Agreement.
HEADINGS
4.03 The headings used in this Agreement are used for administrative
purposes only and are not to be considered in construing the terms of this
Agreement.
PARTIES BOUND
4.04 This Agreement shall be binding on, and inure to the benefit of, the
Partners and their respective heirs, executors, administrators, legal
representatives, successors, and permitted assigns.
STRICT CONSTRUCTION
4.05 This Agreement shall not be strictly construed against any Partner.
SEVERABILITY
4.06 If any provision of this Agreement shall for any reason be held
invalid, illegal, or unenforceable in any respect, that invalidity, illegality,
or unenforceability shall not affect any other provision of this Agreement, and
this Agreement shall be
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construed as if the invalid, illegal, or unenforceable provision had never been
contained in this Agreement.
COUNTERPARTS
4.07 This Agreement may be executed in any number of counterparts and each
of the counterparts shall for all purposes be deemed to be an original.
PRIOR AGREEMENTS SUPERSEDED
4.08 This Agreement supersedes any prior understandings or written or oral
agreements between the Partners respecting the subject matter of this Agreement,
including the Partnership Agreement, to the extent that the understanding or
agreement conflicts with any provision contained in this Agreement.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
4.09 The representations and warranties set forth in this Agreement shall
be continuous and shall survive the taking of any accounting and the dissolution
and winding-up of the Partnership as contemplated by this Agreement.
Dated: May 13, 1997 MANAGING GENERAL PARTNER
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
GENERAL PARTNERS:
See Attached Consents
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EXHIBIT A
Name of % Interest in
General Partner General Partnership
--------------- -------------------
Xxxx X. & Xxxx Xxxxxxxxx 1.7015%
Xxxxxx Xxxxxxxx 4.2878%
Xxxx X. Xxxx .2041%
X. Xxxxx .6806%
Xxxxxx X. Xxxxxx 4.0836%
Xxxxxx X. Xxxxxxxxxxx .3403%
Xxxxxx X. Xxxx III, Trustee for 3.6072%
Xxxxxx X. Xxxx XX Trust
Xxxxx X. Xxxxxxx 3.6072%
Xxxxx X. Xxxxxxx, Trustee for .2722%
Xxxxxx X. Xxxx, III Trust
Xxxxx X. Xxxxxxx, Trustee for .2722%
Xxxxxxx X. Xxxx Trust
Xxxxx X. Xxxxxxx, Trustee for .2722%
Xxxxx X. Xxxxxxx, Xx. Trust
Xxxxx X. Xxxxxxx, Trustee for .2722%
Xxxxxxxxx X. Xxxxxxx Trust
Xxxxx X. Xxxxxxx, Trustee for .2722%
Xxxxxxxx X. Xxxxxxx Trust
Xxxxxx X. Xxxxx 17.695%
Xxxxxx X. and Xxxxx X. Xxxxx 3.6072%
Xxxxxxx X. and Xxxxxxxx Xxxxx 17.334%
Xxxxxx Xxxxxxxx .1361%
Xxxxxxx Xxxxx .6806%
Xxxxxx Group, Inc. 3.0627%
Xxxxx Xxxxxx 1.3612%
Xxxxxxx Xxxxxx 1.0209%
Xxxxxxx X. and Xxxxxxx X. .3403%
Xxxxxx
Xxxxxx X. Xxxxxxxxx .2382%
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Name of % Interest in
General Partner General Partnership
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Xxxxxxx X. Xxxxxxxx .2382%
Xxxxx X. Xxxxxx 1.3612
Xxxxx X. Xxxxx, III Trustee .3403%
Xxxxx X. Xxxxx Unified Credit
Trust
Xxxxxx Xxxxxxxxxx 1.8376%
Word-Tronics Corporation 1.3612%
Xxxx Partners 3.4030%
Xxxx & Xxxxxxxx Xxxxxxxx .3403%
Xxxxx X. Xxxxx, III .3403%
Mason, Briody, Xxxxxxxxx & .6806%
Taylor
Morningstar Associates II 3.4030%
Xxxxxx X. Xxxxxxxxx 3.0627%
Xxxxxxx X. Xxxxxxxx 3.4030%
Xxxxxx Xxxxxxxx 4.6009%
Xxxxxxx Xxxxxx .8167%
Xxxxx X. Xxxxxxx, Trustee for .0680%
Xxxxxx X. Xxxx Trust
Xxx Xxxxxxx 1.0209%
Xxxxxx X. Xxxxxxx .5104%
Xxxxxx X. Xxxxxx .6806
Xxx Xxxxxxx, Trustee for the .5104%
Indenture of Trust of Xxxxxx X.
Xxxxxxx, Trust
Xxxxxxx Xxxxxxx .442%
Xxxxxx Xxxxxxx .442%
Xxxxxxxxx X. Xxxxxx 1.7015%
Xxxxxxxxx Xxxxx 3.403%
Xxxxx X. Xxxxx .6806%
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