Common use of Dissolution Procedures Clause in Contracts

Dissolution Procedures. (a) On dissolution of the Partnership, the General Partner (or a special liquidator) shall proceed diligently to wind up the affairs o f the Partnership, to liquidate its assets and distribute the proceeds thereofas provided in Section 902(d) and to cause the cancellation of the Partnership's Certificate of Limited Partnership. During the interim, the General Partner (or special liquidator) shall, to the extent consistent with such liquidation and dissolution, continue to operate the business ofthe Partnership, exercising in connection therewith all of the authority o f the General Partner as set forth in this Agreement, but shall have no further authority to bind the Partnership except to wind up its affairs in compliance herewith, . (b) On dissolution of the Partnership, the General Partner (or special liquidator) shall make or cause to be made a complete and accurate accounting o f the assets, liabilities and operations o f the Partnership, as, of and through the last day o f the month in which the dissolution occurs. (c) Distributions in dissolution may be made in cash or in kind or in combinations thereof. Distributions in kind shall be made subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value o f the assets so distributed or to comply with applicable securities laws. The General Partner shall use its best judgment as to the most advantageous time for the Partnership to sell its assets or to make distributions in kind. In this regard, if the General Partner determines that an immediate sale o f all or part of the Partnership's assets would cause undue loss to the Partners, the General Partner, in order to avoidsuch loss, may. after having so notified all ofthe Limited Partners, defer liquidation of. and withhold from distribution for a reasonable time, any assets ofthe Partnership otherthan those necessary to satisfy the Partnership's debts and obligations. Assets to be distributed in kind shall be distributed on the basis of the fair market value thereof as determined bv the General Partner, and any Partner entitled to any interest in such assets shall receive such interest as a tenant-in-common with all other Partners so entitled. (d) As expeditiously as possible, the General Partner (or special liquidator) shall distribute the assets of the Partnership in the following order o f priority: (i) payment o f all liabilities and obligations o f the Partnership, other than liabilities or obligations to the Partners, shall be made or provided for, whether by the establishment o f such reserves as the General Partner (or special liquidator) shall deem appropriate or otherwise; (ii) payment of all expenses of the liquidation; (iii) the establishment of such reserves as are deemed necessary by the General ▇▇▇▇▇▇ (or special liquidator); (iv) payment of any loans or advances made to the Partnership, first by any Limited Partner and then by the General Partner; and (v) to all of the Partners in accordance with their respective Capital Interests. Section 903. Withdrawal or Death of a Limited Partner. The withdrawal, death or incompetency o f a Limited Partner shall not dissolve the Partnership. On the death o f an individual Limited Partner, the rights and obligations of such Limited Partner shall accrue to his or her estate. Except as expressly provided in this Agreement, no Bankruptcy or other event affecting a Limited Partner shall affect this Agreement. • ARTICLE TEN Transferability oftheGeneral Partner's Interest The General Partner may not sell, transfer, assign, pledge or otherwise dispose o f all or any part o f its Interests; provided, however, that the foregoing limitation shall not apply to a disposition by the General Partner to any of its Affiliates. In this regard, the General Partner shall have the right to assign its rights to receive all or a portion ofany allocation of net gain contemplated by Section 503 to one or more o f its Affiliates, and each Limited Partner hereby consents to any such assignment. In the case o f any such assignment, the assignees shall be admitted as Additional Limited Partners to the extent o f their assigned interests. The General Partner may also transfer its interest in the Partnership to any Person with the prior consent of a Majority in Interest of the Limited Partners.

Dissolution Procedures. (a) On dissolution of the Partnership, the General Partner (or a special liquidator) shall proceed diligently to wind up the affairs o f of the Partnership, to liquidate its assets and distribute the proceeds thereofas thereof as provided in Section 902(d902(e) and to cause the cancellation of the ^ Partnership's ’s Certificate of Limited Partnership. During the interim, the General Partner (or special liquidator) shall, to the extent consistent with such liquidation and dissolution, continue to operate the business ofthe of the Partnership, exercising in connection therewith all of the authority o f of the General Partner as set forth in this Agreement, but shall have no further authority to bind the Partnership except to wind up its affairs in compliance herewith, . (b) On dissolution of the Partnership, the General Partner (or special liquidator) shall make or cause to be made a complete and accurate accounting o f of the assets, liabilities and operations o f of the Partnership, as, of and through the last day o f of the month in which the dissolution occurs. (c) Distributions in dissolution may be made in cash or in kind or in 4 combinations thereof. Distributions in kind shall be made subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value o f the assets so distributed or to comply with applicable securities laws. The General Partner shall use its best judgment as to the re­ most advantageous time for the Partnership to sell its assets or to make distributions in kind. In this regard, if the General Partner determines that an immediate sale o f of all or part of the Partnership's assets would cause undue loss to the Partners, the General Partner, in order to avoidsuch loss, may. after having so notified all ofthe Limited Partners, defer liquidation of. and 0 withhold from distribution for a reasonable time, any assets ofthe of the Partnership otherthan other than those necessary to satisfy the Partnership's ’s debts and obligations. Assets to be distributed in kind shall be distributed on the basis of the fair market value thereof thereof, as determined bv by the General Partner, and any Partner entitled to any interest in such assets shall receive such interest as a tenant-in-common with all other Partners so entitled., (d) As expeditiously as possible, the General Partner (or special liquidator) shall distribute the assets of the Partnership in the following order o f of priority: (i) payment o f of all liabilities and obligations o f the of die Partnership, other than liabilities or obligations to the die Partners, shall be made or provided for, whether by the establishment o f of such reserves as the General Partner (or special liquidator) shall deem appropriate or otherwise; (ii) payment of all expenses of the liquidation; (iii) the establishment of such reserves as are deemed necessary by the General ▇▇▇▇▇▇ (or special liquidator); (iv) payment of any loans or advances made to the Partnership, first by any Limited Partner and then by the General Partner; and (v) to all of the Partners in accordance with their respective Capital Interests. Section 903. Withdrawal or Death of a Limited Partner. The withdrawal, death or incompetency o f of a Limited Partner shall not dissolve the Partnership. On the death o f of an individual Limited Partner, the rights and obligations of such Limited Partner shall accrue to his or her estate. Except as expressly provided in this Agreement, no Bankruptcy or other event affecting a Limited Partner shall affect this Agreement. • ARTICLE TEN Transferability oftheGeneral Partner's Interest The General Partner may not sell, transfer, assign, pledge or otherwise dispose o f of all or any part o f its of their Interests; provided, however, that the foregoing limitation shall not apply to a disposition by the General Partner to any of its Affiliates. In this regard, the General Partner shall have the right to assign its rights to receive all or a portion ofany of any allocation of net gain contemplated by Section 503 to one or more o f of its Affiliates, and each Limited Partner hereby consents to any such assignment. In the case o f of any such assignment, the assignees shall be admitted as Additional Limited Partners to the extent o f of their assigned interests. The General Partner may also transfer its interest in the Partnership to any Person with the prior consent of a Majority in Interest of the Limited Partners.