Common use of Distribution Upon Liquidation Clause in Contracts

Distribution Upon Liquidation. (1) The General Partner, or if there is none, the liquidator appointed pursuant to Section 13.3, as the case may be, will cause the Partnership Declaration to be cancelled and file a declaration of dissolution, together with any other document necessary, desirable or useful in connection with the dissolution and winding up of the Partnership pursuant to the Act. (2) The General Partner or liquidator, as applicable, will liquidate the property of the Partnership as promptly as is consistent with obtaining the fair market value thereof, and apply and distribute the proceeds thereof in the following order: (a) first, to the payment of the debts and liabilities of the Partnership in accordance with the Act and to the payment of liquidation expenses; (b) second, to the establishment of reasonable reserves for contingencies which the General Partner or the liquidator, as the case may be, may consider necessary to satisfy any obligations or liabilities of the Partnership (except to the extent that the Partnership has put in place insurance policies to address such obligations or liabilities); (c) third, to the payment of the balance of the distributions owing (if any) to the Partners in accordance with Article 8; and (d) fourth, the balance, if any, to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the Partnership. (3) The General Partner or liquidator, as applicable, will thereafter send notices of dissolution to all third parties that have dealings with the Partnership but would not otherwise have been notified of the dissolution. (4) The General Partner or liquidator shall at the time of liquidation assess the availability of insurance to reduce or eliminate the requirement for any reserves for contingencies pursuant to Section 13.4(2)(b) on commercially reasonable terms but, for certainty, the General Partner or liquidator shall retain the discretion to determine whether to purchase such insurance if available. If any of the reserves for the contingencies which the General Partner or the liquidator, as the case may be, taken pursuant to Section 13.4(2)(b) have not been applied to satisfy any obligations or liabilities of the Partnership within one year following the liquidation of the Partnership in accordance with this Section 13.4, the amount of any such unapplied reserves shall be distributed to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the Partnership. (5) This Section 13.4 shall survive the dissolution of the Partnership and the termination of this Agreement.

Distribution Upon Liquidation. (1a) The General Partner, or if there is none, the liquidator appointed pursuant to Section 13.3, as the case may be, will cause the Partnership Declaration to be cancelled and file a declaration of dissolution, together with any other document necessary, desirable or useful in connection with the dissolution and winding up of the Partnership pursuant to the Act. (2) The General Partner or liquidator, as applicable, will liquidate the property of the Partnership as promptly as is consistent with obtaining the fair market value thereof, and Liquidator shall apply and distribute the proceeds thereof of the liquidation of the assets of the Company (to the extent available) in the following orderorder of priority: (ai) first, to To the payment of the debts and liabilities of the Partnership Company (other than those to Members) in accordance the order of priority provided by law; provided, however, that the Liquidator shall first pay, to the extent permitted by law, liabilities with the Act and respect to which any Member is or may be personally liable; (ii) To the payment of the expenses of liquidation expensesof the Company in the order of priority provided by law; provided, however, the Liquidator shall first pay, to the extent permitted by law, expenses with respect to which any Member is or may be personally liable; (iii) To the setting up of such reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with its business; provided, however, that any such reserves will be held by the Liquidator for the purposes of (A) disbursing such reserves in payment of any of such contingencies and (B) at the expiration of such period as the Liquidator deems advisable, distributing the balance thereafter remaining in the manner and in the priority provided below; (iv) To the payment of any loans from the Members to the Company; (v) To and among the Members as provided in Article III: (b) second, to the establishment of reasonable reserves for contingencies which the General Partner or the liquidator, Except as the case may be, may consider necessary to satisfy any obligations or liabilities of the Partnership (except to the extent that the Partnership has put set forth in place insurance policies to address such obligations or liabilities); (c) third, to the payment of the balance of the distributions owing (if any) to the Partners in accordance with Article 8; and (d) fourth, the balanceSection 9.4, if any, to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the Partnership. (3) The General Partner or liquidator, as applicable, will thereafter send notices of dissolution to all third parties that have dealings with the Partnership but would not otherwise have been notified of the dissolution. (4) The General Partner or liquidator shall at the time of liquidation assess the availability of insurance to reduce or eliminate the requirement for any reserves for contingencies distributions pursuant to Section 13.4(2)(b9.3(a)(v) are insufficient to return to any Member the full amount of such Member's Capital Account, such Member shall have no recourse against any other Member. Except as set forth in this Agreement, no Member shall have any obligation to restore a deficit in such Member's Capital Account either on commercially reasonable terms but, for certainty, the General Partner or liquidator shall retain the discretion to determine whether to purchase such insurance if available. If any of the reserves for the contingencies which the General Partner or the liquidator, as the case may be, taken pursuant to Section 13.4(2)(b) have not been applied to satisfy any obligations or liabilities of the Partnership within one year following the liquidation of the Partnership Company or liquidation of such Member's interest in accordance with this Section 13.4, the amount of any such unapplied reserves shall be distributed to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the PartnershipCompany. (5) This Section 13.4 shall survive the dissolution of the Partnership and the termination of this Agreement.

Distribution Upon Liquidation. (1) The General Partner, or if there is none, the liquidator appointed pursuant to Section 13.3, as the case may be, will cause the Partnership Declaration Certificate to be cancelled and file a declaration of dissolution, together with any other document necessary, desirable or useful in connection with the dissolution and winding up of the Partnership pursuant to the Act. (2) The General Partner or liquidator, as applicable, will liquidate the property of the Partnership as promptly as is consistent with obtaining the fair market value thereof, and apply and distribute the proceeds thereof in the following order: (a) first, to the payment of the debts and liabilities of the Partnership in accordance with the Act and to the payment of liquidation expenses; (b) second, to the establishment of reasonable reserves for contingencies which the General Partner or the liquidator, as the case may be, may consider necessary to satisfy any obligations or liabilities of the Partnership (except to the extent that the Partnership has put in place insurance policies to address such obligations or liabilities); (c) third, to the payment of the balance of the distributions owing (if any) to the Partners in accordance with Article 8; and (d) fourth, the balance, if any, to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the Partnership. (3) The General Partner or liquidator, as applicable, will thereafter send notices of dissolution to all third parties that have dealings with the Partnership but would not otherwise have been notified of the dissolution. (4) The General Partner or liquidator shall at the time of liquidation assess the availability of insurance to reduce or eliminate the requirement for any reserves for contingencies pursuant to Section 13.4(2)(b) on commercially reasonable terms but, for certainty, the General Partner or liquidator shall retain the discretion to determine whether to purchase such insurance if available. If any of the reserves for the contingencies which the General Partner or the liquidator, as the case may be, taken pursuant to Section 13.4(2)(b) have not been applied to satisfy any obligations or liabilities of the Partnership within one year following the liquidation of the Partnership in accordance with this Section 13.4, the amount of any such unapplied reserves shall be distributed to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the Partnership. (5) This Section 13.4 shall survive the dissolution of the Partnership and the termination of this Agreement.