Application of Partnership Assets Clause Samples
Application of Partnership Assets. In connection with the winding-up and liquidation of the Partnership, the Partnership’s assets (including proceeds from the sale or other disposition of any assets during the period of winding-up and liquidation) shall be applied and distributed as follows:
(i) First, to repay any indebtedness of the Partnership, whether to third parties or the Partners, in the order of priority required by law, and to any reserves which the Liquidating Partner reasonably deems necessary for contingent, conditional or unmatured liabilities or obligations of the Partnership (which reserves when they become unnecessary shall be distributed in accordance with the provisions of Section 8.3(d)(ii)).
(ii) Next, to the Partners in satisfaction of liabilities, if any, for distributions declared but not paid; and
(iii) Finally, to the Partners in accordance with Section 5.1.
Application of Partnership Assets. In connection with the winding-up and liquidation of the Partnership, the Partnership’s assets (including proceeds from the sale or other disposition of any assets during the period of winding-up and liquidation) shall be applied and distributed as follows:
Application of Partnership Assets. In winding up the affairs of the Partnership, the assets of the Partnership, in cash or in kind, shall be applied in the following order of priority:
(a) In payment of all liabilities of the Partnership to creditors other than the Partners, and, thereafter, in payment of all liabilities of the Partnership to Partners including, in each case, those incurred in liquidation. If any liability is contingent or uncertain in amount, a reserve shall be established in such amount as the General Partner deems reasonably necessary. Upon the satisfaction or other discharge of such contingency, the amount of the reserve not required, if any, shall be distributed in accordance with the remainder of this Section 7.6;
(b) To the Partners as set forth in Section 6.4; and
(c) Upon any distribution in liquidation of the Partnership, following the distribution of assets as provided in Section 6.4 of this Agreement, if any of the Partners has a negative Capital Account, and the Partnership has indebtedness or other liabilities with respect to which such Partner is personally liable ("Recourse Debt"), then the Partner or Partners having such a negative Capital Account shall within 90 days following the liquidation of the Partnership make a cash Capital Contribution to the Partnership to the extent of and in proportion to the amounts, if any, by which the respective Partners' Capital Accounts are less than zero, provided that (i) the aggregate of such Capital Contributions shall in no event exceed the amount of Recourse Debt, (ii) no Partner shall be required to contribute more than his proportionate share of the amount of any Recourse Debt as to which any of the Partners is personally liable, and (iii) no Partner shall be required to make Capital Contributions with respect to any Recourse Debt as to which such Partner is not personally liable. Such Capital Contributions shall be applied by the Partnership to the payment of the Partnership's Recourse Debt.