Dissolution and Winding Up of the Partnership Sample Clauses
The 'Dissolution and Winding Up of the Partnership' clause defines the process by which a partnership is formally ended and its affairs settled. It typically outlines the circumstances under which dissolution can occur, such as mutual agreement, expiration of a term, or the occurrence of specific events, and details the steps for liquidating assets, paying off debts, and distributing any remaining funds among partners. This clause ensures that there is a clear, orderly procedure for closing the partnership, thereby minimizing disputes and protecting the interests of all parties involved.
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Dissolution and Winding Up of the Partnership. On dissolution of the Partnership, the General Partners or if there is no General Partner, one or more persons approved by Limited Partners holding a majority in interest of the Capital Accounts of the Limited Partners) shall wind up the Partnership's affairs and shall distribute the Partnership's assets in the following manner and order:
(a) in satisfaction of the claims of all creditors of the Partnership, other than the General Partners;
(b) in satisfaction of the claims of the General Partners as creditors of the Partnership; and
(c) any balance to the Partners in the relative proportions that their respective Capital Accounts bear to each other, those Capital Accounts to be determined as if the Fiscal Year ended on the date of the dissolution.
Dissolution and Winding Up of the Partnership. 63 Section 8.1 Events Causing Dissolution..........................63 Section 8.2 Liquidation.........................................64
Dissolution and Winding Up of the Partnership. 18 10.1 Dissolution of the Partnership 18 10.2 Winding Up of the Partnership 18 10.3 Distribution In Kind 19
Dissolution and Winding Up of the Partnership. On dissolution of the Partnership caused by an event described in Section 5(a)(iii)(J) or (K) including the death of Lawrence Seidman, as controlling shareholder of the General Partner, ▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ion by a court of competent jurisdiction that Mr. Seidman is incompetent to manage his person or property, the Gen▇▇▇▇ ▇▇▇▇▇▇r designates Mr. Richard Whitman of 100 Wall Street, New York, NY 10005 to act as ▇▇▇▇▇▇▇▇▇▇ ▇▇ the Part▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇'s affairs, including the liquidation, in a commercially reasonable manner, of all securities and other assets held by the Partnership, and, in consultation with Mr. Neal Axelrod of 3 Marigold Court, Edison, NJ 08820, to distribut▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇p's ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ order:
(a) in satisfaction of the claims of all creditors of the Partnership, other than the General Partner;
(b) in satisfaction of the claims of the General Partner as a creditor of the Partnership; and
(c) any balance to the Partners in the relative proportions that their respective Capital Accounts bear to each other, those Capital Accounts to be determined as if the Fiscal Year ended on the date of the dissolution. The foregoing appointment may be revoked, or a successor or additional liquidator appointed, at any time by an instrument in writing signed by the General Partner. In the event that Mr. Whitman shall be unable or unwilling to serve as liquidator of t▇▇ ▇▇▇▇▇▇▇▇hip, or in the event of the dissolution of the Partnership caused by any other event, Limited Partners holding a majority in interest of the Capital Accounts of the Limited Partners shall appoint one or more persons to act as liquidators of the Partnership to perform the services described above. Any liquidator appointed hereunder may receive such compensation as shall be fixed, from time to time, by the General Partner.
Dissolution and Winding Up of the Partnership. 9.1 Dissolution 18 9.2 Winding Up 18 9.3 Final Distribution 18 9.4 Time for Liquidation, etc. 19 9.5 Termination 19
Dissolution and Winding Up of the Partnership. Section 9.1 Events of Dissolution
Dissolution and Winding Up of the Partnership. 8.01 Events Causing Dissolution of the Partnership. In the event of any Partner's bankruptcy or other withdrawal from the Partnership or the admission of a new partner into the Partnership, the Partnership shall not dissolve or terminate but shall continue without interruption or a break in continuity. The Partnership shall, however, be dissolved upon the first to occur of any of the following events:
(a) The expiration of the term of the Partnership unless such term has been extended by the unanimous agreement of the Partners;
(b) The sale, transfer or other disposition (exclusive of an exchange for other real property) of all or substantially all of the Project and the collection by the Partnership of all Cash Flow derived therefrom; or
(c) The unanimous affirmative election of the Management Committee to dissolve the Partnership.
Dissolution and Winding Up of the Partnership. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the events specified in this Agreement or as otherwise provided by law, whichever is the first to occur.
Dissolution and Winding Up of the Partnership. A. The Partnership shall dissolve and be wound up upon the occurrence of any of the following events:
(1) The occurrence of any event set forth in the first paragraph of the Section entitled “Death, Legal Incapacity or Bankruptcy of a General Partner” above, unless the Partnership is continued as provided in that paragraph.
(2) The Partners, by unanimous agreement, shall elect, in writing, to dissolve the Partnership.
B. Upon the occurrence of any of the events described in the Article entitled “Dissolution and Winding Up of Partnership” above, the General Partners, or such other person as may be authorized by law, shall, as soon as practicable, wind up the affairs of the Partnership and distribute the assets of the Partnership. The assets of the Partnership shall be used and/or distributed in the following order and priority:
(1) First, to pay liabilities to creditors of the Partnership, in the order of priority, as provided by law, except liabilities to Partners on account of their capital contributions and any loans made by partners to the Partnership;
(2) Second, to pay the debts and liabilities of the Partnership to any Partner as the result of any loan by such Partner to the Partnership;
(3) Thereafter, to pay any balance remaining to the Partners in proportion to their respective Partnership Interests.
C. The Partnership shall terminate when all assets of the Partnership have been sold and/or distributed and all affairs of the Partnership have been wound up.
Dissolution and Winding Up of the Partnership. Section 10.1 Events of Dissolution 34 Section 10.2 Continuation of the Business of the Partnership After Certain Events of Dissolution 35 Section 10.3 Effect of Dissolution 35 Section 10.4 Sale of Assets by Liquidator 35