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|INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016|
(c) Upon dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Partnership, the General Partner(s) shall immediately commence to wind up the affairs of the Partnership in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Partnership, the General Partner(s) may take any and all actions that it determines in its sole discretion to be in the best interests of the Partners, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Partnerships intention to dissolve to be mailed to each known creditor of and claimant against the Partnership, (ii) the payment, settlement or compromise of existing claims against the Partnership, (iii) the making of reasonable provisions for payment of contingent claims against the Partnership and (iv) the sale or disposition of the properties and assets of the Partnership. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of claims against the Partnership so as to enable the General Partner(s) to minimize the losses that may result from a liquidation.
SECTION 11. Transfer. No Partner shall transfer (whether by sale, assignment, gift, pledge, hypothecation, mortgage, exchange or otherwise) all or any part of his, her or its partnership interest in the Partnership to any other person or entity without the prior written consent of each of the other Partners; provided, however, that this Section 11 shall not restrict the ability of any Partner to transfer (at any time) all or a portion of its partnership interest in the Partnership to another Partner or its affiliates. Upon the transfer of a Partners partnership interest, the General Partner(s) shall provide notice of such transfer to each of the other Partners and shall amend Schedule A hereto to reflect the transfer.
SECTION 12. Admission of Additional Partners. The admission of additional partners to the Partnership shall be accomplished by the amendment of this Agreement.
SECTION 13. Tax Matters. The Partners agree that it is intended that the Partnership shall be treated as a partnership for purposes of United States federal, state and local income tax laws, and further agree not to take any position or make any election, in a tax return or otherwise, inconsistent therewith. The Tax Matters Partner of the Partnership for purposes of section 6231(a)(7) of the Internal Revenue Code of 1986, as amended, shall be CC VII. The Tax Matters Partner shall have the power to manage and control, on behalf of the Partnership, any administrative proceeding at the Partnership level with the Internal Revenue Service relating to the determination of any item of Partnership income, gain, loss, deduction or credit for federal income tax purposes.
SECTION 14. Exculpation and Indemnification.
(a) Neither the Partners, the General Partner(s), the directors, their affiliates, nor any person who at any time shall serve, or shall have served, as a director, officer, employee or other agent of any Partner or any such affiliate and who, in such capacity, shall engage, or shall have engaged, in activities on behalf of the Partnership (a Specified Agent) shall be liable, in damages or otherwise, to the Partnership or to any Partner for, and neither the Partnership nor any Partner shall take any action against such Partners, their affiliates or any Specified Agent, in respect of any loss which arises out of any acts or omissions performed or omitted by it pursuant to the authority granted by this Agreement, or otherwise performed
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