Common use of Dissolution and Winding Up of the Partnership Clause in Contracts

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.

Appears in 1 contract

Sources: Limited Partnership Agreement (Center Bancorp Inc)

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 tner 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.

Appears in 1 contract

Sources: Limited Partnership Agreement (Center Bancorp Inc)