Common use of Dissolution Procedure Clause in Contracts

Dissolution Procedure. (a) Subject to Section 8.4(g), at any time after the seventh anniversary of the Closing, either set of Related Partners (the “Triggering Partners”) may, at their option, elect to initiate the Dissolution Procedure set forth in this Section 8.4 (the “Dissolution Procedure”). In such event, the Triggering Partners shall notify the other Partners (the “Non-Triggering Partners”) in writing of their intention to initiate the Dissolution Procedure (the “Dissolution Notice”). (b) Upon receipt of a Dissolution Notice, the Non-Triggering Partners may elect to either: (i) divide the assets and liabilities of the Partnership into two pools in accordance with the guidelines set forth in Section 8.4(c) (each, an “Asset Pool”), in which case the Non-Triggering Partners shall be referred to as the “Dividing Partners” and the Triggering Partners shall be referred to as the “Selecting Partners”; or (ii) cause the Triggering Partners to (A) divide the assets and liabilities of the Partnership into two Asset Pools, in which case the Triggering Partners shall be referred to as the “Dividing Partners” and the Non-Triggering Partners shall be referred to as the “Selecting Partners,” and (B) deliver to the Non-Triggering Partners the Triggering Partners’ determination of the Stated Value. The failure of the Non-Triggering Partners to notify the Triggering Partners of their election pursuant to this Section 8.4(b) within ninety days of receipt of the Dissolution Notice shall be deemed to be an election by the Non-Triggering Partners described in clause (i) of the first sentence. (c) Within ninety days after the election or deemed election described in Section 8.4(b) or the election described in Section 7.4(b)(iii), the Dividing Partners shall deliver to the Selecting Partners a notice (the “Selection Notice”) setting forth in reasonable detail the composition of the two Assets Pools created in accordance with this Section 8.4(c) and to be distributed in accordance with Section 8.4(e), and, in the case of an election made pursuant to clause (ii) of Section 8.4(b), the Dividing Partners’ determination of the Stated Value. The Asset Pools to be established by the Dividing Partners pursuant to this Section 8.4(c) (i) shall have equivalent net Fair Market Values and (ii) shall each contain, subject to the next sentence and the proviso to this sentence, approximately 50% of the Partnership’s assets and 50% of the Partnership’s liabilities, in each case as reasonably determined in good faith by the Dividing Partner; provided that, subject to clause (2) of the next sentence, the systems or assets serving the Houston DMA shall not be included in more than one Asset Pool. In the event the Partnership’s assets and liabilities are not capable of being divided in accordance with the principles outlined in the preceding sentence due to the size of the Houston DMA, the Dividing Partners shall adjust the assets and liabilities included in the two Asset Pools in the following manner: (1) first, by adjusting the indebtedness to be included in the Asset Pools by such amount (not to exceed, in the aggregate, $150,000,000) as shall be necessary to comply with the requirements set forth in the preceding sentence; and (2) second, if the adjustment described in clause (1) is insufficient, by excluding from the Asset Pool containing the systems and assets serving the Houston DMA the systems and assets set forth on Schedule 8.4(c), in the order of priority set forth on Schedule 8.4(c), until the two Asset Pools, after giving effect to the adjustments made pursuant to clause (1) and this clause (2), comply with the requirements set forth in the preceding sentence (other than the proviso contained therein). The Dividing Partners shall provide to the Selecting Partners all information about the composition of the Asset Pools as is reasonably requested by the Selecting Partners to assist in making their selection pursuant to Section 8.4(d). (d) Upon receipt of the Selection Notice, the Selecting Partners shall have the right to: (i) select the Asset Pool to be distributed to them upon dissolution of the Partnership pursuant to Section 8.4(e); or (ii) sell their Interests to the Dividing Partners (or their qualified designees) at a purchase price, payable in cash, equal to the amount the Selecting Partners would have received in respect of their Interests if the Partnership’s assets and properties were sold for an amount equal to the Stated Value and the proceeds thereof were distributed to the Partners in accordance with Section 8.2(c)(iv) and (v); provided, that the right described in this clause (ii) shall not be available to the Selecting Partners if (A) the Dissolution Procedure was initiated pursuant to an election made under Section 7.4(b)(iii) or (B) the Selecting Partners also were the Triggering Partners. If the Selecting Partners shall fail to make the selection provided for in the preceding sentence within ninety days after the date of the Selection Notice, the Dividing Partners shall have the right to select the Asset Pool to be distributed to them upon the dissolution of the Partnership pursuant to Section 8.4(e). If the Dividing Partners fail to deliver a Selection Notice within ninety days of the date of the election or deemed election made in Section 8.4(b), the Selecting Partners shall have the right to divide the assets and liabilities of the Partnership into two Asset Pools in accordance with the requirements set forth in Section 8.4(c) and to select the Asset Pool to be distributed to them in accordance with Section 8.4(e); provided that the Selecting Partners must divide the Asset Pools and make their selection within ninety days of the date the Selection Notice was required to have been delivered pursuant to Section 8.4(c). After a selection has been made pursuant to this Section 8.4(d) (other than a selection made pursuant to Section 8.4(d)(ii)), the amount of the Partnership’s outstanding indebtedness allocated to each Asset Pool pursuant to Section 8.4(c) shall be adjusted appropriately to reflect any differential that may exist between the aggregate Capital Account balances of, and the aggregate outstanding principal amount of indebtedness, and any interest thereon, owed by the Partnership to, the Selecting Partners, on the one hand, and the Dividing Partners, on the other hand, and the Partners shall otherwise proceed in accordance with Sections 8.4(e) and (f). If the Selecting Partners make the election provided in Section 8.4(d)(ii), the Selecting Partners shall be deemed to be the “Transferring Partners” and the Dividing Partners shall be deemed to be the “Purchasing Partners,” and the Partners shall otherwise proceed in accordance with Sections 7.4(g), (h) and (i). (e) As soon as reasonably practicable after the selection made pursuant to Section 8.4(d) (other than a selection made pursuant to Section 8.4(d)(ii)), and subject to obtaining any required governmental or other third party consents or approvals, the systems and assets comprising the Asset Pools (as divided and adjusted pursuant to Sections 8.4(c) and (d)) shall be distributed to each set of Related Partners in accordance with the selection made pursuant to Section 8.4(d) and in accordance with each Partner’s Percentage Interest relative to its Related Partner’s Percentage Interest. In connection with the distributions contemplated by this Section 8.4(e), each set of Related Partners will execute an assumption agreement pursuant to which such Partners will assume all liabilities relating to, arising out of or otherwise attributable to the Asset Pool being distributed to them and will further agree to indemnify the other set of Related Partners for any losses such other Partners may suffer with respect to any of such liabilities. Such assumption agreement shall contain terms substantially similar to those contained in Article IV of the Contribution Agreement relating to the assumption of liabilities and Article XI of the Contribution Agreement. (f) Until such time as all of the systems and assets comprising the Asset Pools have been distributed, the Partnership shall conduct its business in the ordinary course, consistent with past practice. Following the selection of an Asset Pool made pursuant to Section 8.4(d) (other than a selection made pursuant to Section 8.4(d)(ii)), to the extent permitted by law, (i) the assets comprising the Asset Pools shall for all purposes be deemed to be owned by the Partners to whom such Asset Pool is to be distributed, and (ii) until such assets are actually distributed to such Partners entitled to receive them, each Partner’s Percentage Interest shall entitle it only to a distributive share of (A) the income, gain, losses and deductions relating to, and the assets comprising, such Partner’s portion of the Asset Pool to be distributed to it and its Related Partner. (g) No Dissolution Notice may be given while any Offer Notice or, except as contemplated by Section 7.4(b)(iii), Buy-Sell Procedure is pending, or after an Event of Termination has occurred.