Common use of Dissolution and Liquidation of Partnership Clause in Contracts

Dissolution and Liquidation of Partnership. (a) The Partnership shall be dissolved upon the first to occur of the following: (i) upon the consent of the General Partner to dissolve the Partnership; (ii) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act; (iii) any event that results in the General Partner ceasing to be a general partner of the Partnership under the Act, provided, that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, a majority of the Limited Partners agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership; and (iv) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act. (b) Upon dissolution of the Partnership in accordance with Section 8.1(a), the General Partner shall wind up the business and administrative affairs of the Partnership, except that, if the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and upon such election such liquidator shall wind up the Partnership. Capital Profit and Capital Loss, Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from winding up the Partnership shall be distributed in the following manner: (i) first, to creditors of the Partnership, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of the debts, liabilities and obligations of the Partnership including the expenses of liquidation (whether by payment or by making reasonable provision for payment thereof); and (ii) thereafter, the Partners shall be paid amounts pro rata in accordance with and up to the positive balances of their respective Capital Accounts, as adjusted pursuant to Article 3. (c) Anything in this Section 8.1 to the contrary notwithstanding, the General Partner or liquidator may (i) distribute ratably in kind rather than in cash, upon dissolution, any assets of the Partnership in accordance with the priorities set forth in Section 8.1(a), provided, that if any in kind distribution is to be made the assets distributed in kind shall be valued as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 8.1 (a), or (ii) make a charitable donation of proceeds from the assets of the Partnership in lieu of making a distribution to the Partners if it determines that the cost, including time, of making the distribution to the Partners is of almost the same value as the distribution.

Dissolution and Liquidation of Partnership. (a) The Partnership shall be dissolved upon the first to occur of the following: (i) upon the consent of the General Partner to dissolve the Partnership; (ii) at any time there are no limited partners of the PartnershipPartner, unless the business of the Partnership is continued in accordance with the Act; (iii) any event that results in the General Partner ceasing to be a general partner of the Partnership under the Actexcept, provided, that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, a majority of the Limited Partners agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership; and (iv) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act. (b) Upon dissolution of the Partnership in accordance with Section 8.1(a), the General Partner shall wind up the business and administrative affairs of the Partnership, except that, if where the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and Partners, shall commence the winding-up of the Partnership pursuant to the Delaware Act upon such election such the occurrence of any Winding-Up Event. The General Partner or appointed liquidator shall wind up terminate the business and administrative affairs of the Partnership and commence the liquidation of the Partnership. Capital Profit and Capital Loss, ’s assets. (b) Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from winding up the Partnership liquidation shall be distributed in the following manner: (i) first, to creditors of the Partnership, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of the debts, liabilities and obligations of the Partnership Partnership, including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Partnership’s assets to the Partners has been completed, shall be satisfied (whether by payment or by making reasonable provision for payment thereof); and (ii) thereafter, the Partners shall be paid amounts pro rata in accordance with and up to the positive balances of their respective Capital Accounts, as adjusted pursuant to Article 34. (c) Anything in this Section 8.1 to the contrary notwithstanding, the General Partner or liquidator may (i) distribute ratably in kind rather than in cash, upon dissolutionthe winding-up of the Partnership, any assets of the Partnership in accordance with the priorities set forth in Section 8.1(a8.1(b), provided, ; provided that if any in kind distribution is to be made made, the assets distributed in kind shall be valued as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid underunder Section 8.1(b). Section 8.1 (a), or (iid) make a charitable donation Upon completion of proceeds from the assets winding-up of the Partnership in lieu accordance with the terms hereof, the Partnership shall be dissolved by the filing of making a distribution certificate of cancellation of certificate of limited partnership of the Partnership with the Office of the Secretary of State of the State of Delaware pursuant to the Partners if it determines that the cost, including time, of making the distribution to the Partners is of almost the same value as the distributionDelaware Act.