Dissolution and Liquidation of the Partnership Clause Samples

Dissolution and Liquidation of the Partnership. 15 11.1 Early Termination of the Partnership. . . . . . . . . . . . . 15 11.2

Dissolution and Liquidation of the Partnership. (a) Upon commencement of the winding up of the Partnership, the General Partner shall liquidate 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 the Designated Partner and upon such election such liquidator shall liquidate the Partnership. The foregoing is subject to any alternative appointment by the court upon the application of a Limited Partner or creditor pursuant to the [] Law. Subject to the [] Law, the liquidator shall use commercially reasonable efforts to dispose of or distribute all Partnership assets to the Partners within one year of commencement of the winding up of the Partnership. Capital Investment Profit, Capital Investment Loss, Operating Profit or Operating Loss during the Fiscal Years which include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from liquidation shall be distributed in the following manner: (i) to creditors of the Partnership (including, if applicable, the General Partner and its Affiliates), to the extent otherwise permitting by law, in satisfaction of liabilities of the Partnership as required by the [] Law and applicable law, including the expenses of the winding up, liquidation and dissolution of the Partnership (whether by payment or the making of reasonable provision for payment thereof); (ii) such debts as are owing to the Partners shall next be paid or provided for; (iii) the Partners shall next be paid amounts in accordance with Section 4.1. (b) Anything in this Section 8.2 to the contrary notwithstanding, the General Partner or liquidator may distribute ratably in kind rather than in cash, upon winding up, any assets of the Partnership in accordance with the priorities set forth above in Section 8.2(a), provided, however, that if any in kind distribution is to be made (i) the assets distributed in kind shall be valued as of the date of their distribution and charged as so valued and distributed against an amount to be paid under paragraph (a) of this Section 8.2 and (ii) any gain or loss (as computed for book purposes) attributable to property distributed in kind shall be included in the Capital Investment Profit, Capital Investment Loss, Operating Profit or Operating Loss (as determined to be appropriate by the General Partner) for the Fiscal Year which includes the date of such distribution.

Dissolution and Liquidation of the Partnership. 23 11.1. Events Causing Dissolution . . . . . . . . . . . . . . 23 11.2. Liquidation . . . . . . . . . . . . . . . . . . . . . . 24

Dissolution and Liquidation of the Partnership. 9.1 Events Causing Dissolution 37 9.2 Effect of Dissolution 38 9.3 Capital Contribution upon Dissolution 38 9.4 Liquidation 38 10.1 Books and Records 39 10.2 Accounting and Fiscal Year 39 10.3 Information and Audit Rights 39 10.4 Designation of Tax Matters Partner 39

Dissolution and Liquidation of the Partnership. Events Causing Dissolution The Partnership shall terminate upon the happening of any of the following events:

Dissolution and Liquidation of the Partnership. The dissolution and liquidation of the Partnership will involve the distribution to the Partners of the cash remaining after the sale of its assets, if any, and after payment of all the Partnership's debts and liabilities. If a Limited Partner receives cash in excess of the basis of his Units, such excess will be taxable as a gain. If a Limited Partner were to receive only cash upon dissolution and liquidation, he would recognize a loss to the extent, if any, that the adjusted basis of his Units exceeded the amount of cash received. No loss would be recognized if a Limited Partner were to receive property other than money, unrealized receivables and substantially appreciated inventory (as defined in Section 751 of the Code). There are a number of exceptions to these general rules, including but not limited to, the effect of a special basis election under Section 732(d) of the Code for a Limited Partner who may have acquired his Partnership interest within the two years prior to the dissolution, and the effects of distributing one kind of property to some Partners and a different kind of property to others as determined under Section 751 (b) of the Code. Because it is anticipated that only cash will be distributed upon liquidation, each prospective investor should consult his own tax advisor for a more detailed explanation of the tax consequences of receipt of assets other than cash upon liquidation.

Dissolution and Liquidation of the Partnership. 22 11.1 EVENTS CAUSING DISSOLUTION.............................................................................22 11.2 LIQUIDATION............................................................................................22

Dissolution and Liquidation of the Partnership. 9.1 Events Causing Dissolution 37 9.2 Effect of Dissolution 38 9.3 Capital Contribution upon Dissolution 38 9.4 Liquidation 38

Dissolution and Liquidation of the Partnership. SECTION 8.1 Events Causing Dissolution The Partnership shall terminate upon the happening of any of the following events: (i) the bankruptcy, death, dissolution or adjudication of incompetence of a sole General Partner; (ii) the sale or other disposition of all the interests in real estate (including purchase money security interests) of the Partnership; (iii) the election by the Managing General Partner pursuant to Section 5.4B(ii), or the vote by the Limited Partners pursuant to Section 10-2(ii), to dissolve the Partnership; or (iv) the happening of any other event causing the dissolution of the Partnership under the laws of the State of Illinois.