Common use of Partnership Property Clause in Contracts

Partnership Property. Upon liquidation and after giving effect to Section 11.6, the Partnership shall contribute all customer lists owned by the Partnership to a California trust, with a mutually agreed trustee and both Partners as equal beneficiaries. Such trust shall have a perpetual life (subject to termination for material breach or bankruptcy of a Partner) and shall provide that each Partner shall have a perpetual royalty free license to all customer lists owned by the Partnership (and transferred to the trust). Neither Partner may provide the customer lists to third parties unless mutually agreed. Notwithstanding the foregoing, the perpetual grant hereunder shall be modified, if necessary, with respect to certain assets if such perpetual grant would materially diminish the value of such assets as a matter of law.