Common use of Distributions Following Dissolution and Termination Clause in Contracts

Distributions Following Dissolution and Termination. (a) Liquidating Trustee. Upon the dissolution of the Partnership, such party as is designated by the General Partner will act as liquidating trustee of the Partnership (the "LIQUIDATING TRUSTEE") and proceed to wind up the business and affairs of the Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its commercially reasonable efforts to sell all Partnership assets (except cash) under the circumstances then presented, that it deems in the best interest of the Partners. The Liquidating Trustee will attempt to convert all assets of the Partnership to cash so long as it can do so consistently with prudent business practice. The Partners and their respective designees will have the right to purchase any Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of the Partnership's assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Partnership, such assets may be distributed in kind to the Partners in lieu of cash, proportionately to their right to receive cash distributions under this Agreement.

Distributions Following Dissolution and Termination. (a) Liquidating Trustee. Upon the dissolution of the PartnershipCompany, such party as is designated by the General Partner Members holding a majority in interest of the Membership Interests will act as liquidating trustee of the Partnership Company (the "LIQUIDATING TRUSTEE") and proceed to wind up the business and affairs of the Partnership Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its commercially reasonable efforts to sell all Partnership Company assets (except cash) under the circumstances then presented, that it deems in the best interest of the PartnersMembers. The Liquidating Trustee will attempt to convert all assets of the Partnership Company to cash so long as it can do so consistently with prudent business practice. The Partners Members and their respective designees will have the right to purchase any Partnership Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Partnership Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article V. 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of the PartnershipCompany's assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the General Partner Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the PartnershipCompany, such assets may be distributed in kind to the Partners Members in lieu of cash, proportionately to their right to receive cash distributions under this Agreement.