Common use of Dissolution and Termination of the Partnership Clause in Contracts

Dissolution and Termination of the Partnership. 17.1 The Partnership shall dissolve upon the first to occur of the following: (a) expiration of the stated term of the Partnership on December 31, 2015, as provided in ARTICLE VI hereof; (b) the withdrawal of a Partner or Partners causing only one other Partner to remain in the Partnership; (c) the unanimous written consent or affirmative vote by the Partners, then entitled to vote, to dissolve the Partnership; (d) the disposition of all of the Partnership's interest in its property, including notes received in connection with the sale thereof; or (e) by the election of a Non-Defaulting Partner's pursuant to the terms set forth in ARTICLE XVI. 17.2 In the event of the dissolution of the Partnership, the Partnership shall terminate, be wound up and liquidated as herein provided. During such period, the Partners shall continue to share income and losses during the period of liquidation in the same proportion as immediately prior thereto, subject to the terms of this Agreement. The proceeds of the liquidation (after payment of all costs and expenses thereof and the establishment of reasonable reserves for contingent liabilities) shall be applied in order of priority as follows: (a) To the repayment of debts of the Partnership other than to Partners; (b) To the repayment of debts of the Partnership to the Partners pro rata according to the amount of the Partnership's indebtedness to each Partner; (c) To the Partners, to the extent of their respective Capital Accounts or (if the remaining assets are insufficient for such purposes), pro rata on the basis of the relative amounts of their respective Capital Accounts; and (d) To the Partners, to the extent of any balance remaining, based on their respective Participating Percentages at the time of such dissolution. 17.3 Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and such Partner's capital contributions thereto and shall have no recourse therefor against the other Partners. No Partner shall have any right to demand or receive property other than cash upon dissolution and termination of the Partnership or to demand the return of its capital contributions to the Partnership prior to dissolution and termination of the Partnership.