JOINT OPERATION AND ACCOUNTING PROCEDURES AGREEMENT
JOINT OPERATION AND
ACCOUNTING PROCEDURES AGREEMENT
ACCOUNTING PROCEDURES AGREEMENT
AGREEMENT dated as of January 1, 1984 by and among Xxxxxxxx Xxxx
III (hereinafter called “Xxxx”), an individual residing in
Dallas, Texas, Paragon Associates (hereinafter called “Old
Paragon”), a Texas limited partnership of which Xxxx is the
general partner, and Paragon Associates II (hereinafter called
“Paragon II”), a Texas limited partnership of which Xxxx is the
general partner. The address of Xxxx, Old Paragon and Paragon
II is Suite 2340, One Dallas Centre, 000 Xxxxx Xx. Xxxx, Xxxxxx,
Xxxxx 00000.
| Note: The Introductory Statement to this Agreement has been deleted because it does not govern the terms of the joint operation of the parties hereto and does contain certain information which the reporting persons desire to hold in confidence. |
AGREEMENT
1. Old Paragon and Paragon II hereby form a joint venture for
the purpose of jointly carrying out the purposes set forth in the
Limited Partnership Agreements of Old Paragon and Paragon II and
accounting for their commingled assets and liabilities exclusive of
the contingent liabilities of the Metropolitan Claims which shall be
retained by, and remain solely the obligation of, Old Paragon. Each
party hereto may withdraw from the joint venture its share of the
assets subject to its share of the liabilities at any time.
2. Old Paragon confirms to Paragon II that Old Paragon intends
solely to retain and does retain any and all liability which it
might have with respect to the Metropolitan Claims and Old Paragon
hereby indemnifies the joint venture and Paragon II and each person
or entity who is at any time a limited partner of Paragon II against
any loss or liability with respect to, or resulting from, the
Metropolitan Claims and any and all costs and expenses, including
attorney’s fees, which any of them may incur in connection with the
defense thereof or the enforcement of this provision. Xxxx will not
permit capital withdrawals from Old Paragon which would impair its
ability to satisfy any liability which it might have with respect to
the Metropolitan Claims or with respect to obligations under this
paragraph 2.
3. Xxxx, as agent for the joint venture, hereby is authorized to
open any and all bank, brokerage or other accounts necessary or
useful for the joint operation of Old Paragon and Paragon II. Any
bank, broker or other person may conclusively rely on this agreement
as evidence of Xxxx’x authority to so act.
4. Old Paragon shall have a ___% interest in the joint
venture and Paragon II shall have a ___% interest in the joint
venture. Such interests are based upon Old Paragon’s net worth (net
of withdrawals) at December 31, 1983 of $___and Paragon
II’s net worth as of January 1, 1984 of $___. These
sharing ratios will be adjusted to reflect any contributions or
withdrawals by either Old Paragon or Paragon II. Each of Old
Paragon and
Paragon II hereby assumes through the joint venture a
pro rata interest in each contributed asset and liability of the
other, it is being understood and agreed that no liability with
respect to the Metropolitan Claims is being assumed through the
joint venture or otherwise. Further, Old Paragon and Paragon II each
agree that any gain or loss realized for federal income tax purposes
which is attributable to unrealized gain or loss existing on January
1, 1984 shall be included in the gain or loss of the contributing
party.
5. Old Paragon and Paragon II agree that each will separately
account for its interest in the joint venture and each will
separately prepare and file all appropriate tax returns.
6. Xxxx, as agent for the joint venture, will make any and all
tax filings and elections for the joint venture as appropriate to
reflect the separate and distinct nature of the interests of Old
Paragon and Paragon II in the joint venture.
7. The authority of Xxxx, as agent for the accounts of the joint
venture, shall be the same as his authority with respect to the
separate assets and liabilities of Old Paragon and Paragon II under
the Limited Partnership Agreement for Paragon Associates (as
amended) and the Limited Partnership Agreement for Paragon
Associates II.
8. This Agreement shall be effective as of January 1, 1984. Any
activity in any account of Old Paragon or Paragon II since that date
will be deemed to be for the account of the joint venture.
9. Paragraph 2 of this Agreement may not be amended or
terminated without the prior written consent of each person or
entity which becomes a limited partner of Paragon II any time on or
after January 1, 1984.
10. Nothing in this Agreement shall prevent Xxxxxxxx Xxxx III
from causing the termination of the joint venture when there is no
longer pending or threatened against Xxxxxxxx Xxxx III or Paragon
Associates any Metropolitan Claim.
EXECUTED at Dallas, Texas as of the day and year first above written.
| PARAGON ASSOCIATES |
||||
| By: | /S/ XXXXXXXX XXXX III | |||
| Xxxxxxxx Xxxx III | ||||
| General Partner | ||||
| PARAGON ASSOCIATES II |
||||
| By: | /S/ XXXXXXXX XXXX III | |||
| Xxxxxxxx Xxxx III | ||||
| General Partner | ||||
| /S/ XXXXXXXX XXXX III | ||||
| XXXXXXXX XXXX III | ||||
| Authorized Agent | ||||
