Common use of Effect of a Termination of the Partnership Clause in Contracts

Effect of a Termination of the Partnership. Upon the termination of the Partnership, regardless of how it is terminated, the affairs of the Partnership shall be wound up by the General Partner. If for any reason there is no General Partner, or if they refuse to serve, or are incapable of serving, the holders of a majority of interests of the Limited Partnership may appoint or designate a Trustee-in-Liquidation who shall serve to wind up the affairs of the Partnership. The Trustee-in-Liquidation need not be a commercial corporate trustee, need not be bonded, and may be a Limited Partner. Whoever serves to wind up the affairs of the Partnership, the following procedure shall be followed: Upon such termination, the assets of the Partnership shall be applied as follows: to payment of the outstanding Partnership liabilities, although an appropriate reserve may be maintained and the amount determined by the General Partner or Trustee-in-Liquidation for any contingent liability until said contingent liability is satisfied, and the balance of such reserve, if any, shall be distributed, together with any other sum remaining after payment of the outstanding Partnership liabilities, to the Partners in the following order of priority: (1) To the Limited Partners in an amount not to exceed their capital account, which capital account shall include the Limited Partners, proportionate share of any profits or losses from the sale of Partnership assets. (2) Balance to the General Partner(s). Nothing contained in this Agreement shall defeat the right of either a Limited or a General Partner to require and to have a court-supervised winding up, liquidation, and dissolution of the Partnership. No Partner shall be entitled to demand a distribution be made to him in the Partnership property, but the General Partner may make or direct property distributions to be made, using the property's fair market value as of the time of distribution as the basis of making the distribution.

Effect of a Termination of the Partnership. Upon the termination of the Partnership, regardless of how it is terminated, the affairs of the Partnership shall be wound up by the General Partner. If for any reason there is no General Partner, or if they refuse to serve, or are incapable of serving, the holders of a majority of interests of the Limited Partnership may appoint or designate a Trustee-in-Liquidation who shall serve to wind up the affairs of the Partnership. The Trustee-in-Liquidation need not be a commercial corporate trustee, need not be bonded, and may be a Limited Partner. Whoever serves to wind up the affairs of the Partnership, the following procedure shall be followed: Upon such termination, the assets of the Partnership shall be applied as follows: to payment of the outstanding Partnership liabilities, although an appropriate reserve may be maintained and the amount determined by the General Partner or Trustee-in-Liquidation for any contingent liability until said contingent liability is satisfied, and the balance of such reserve, if any, shall be distributed, together with any other sum remaining after payment of the outstanding Partnership liabilities, to the Partners in the following order of priority: (1) To the Limited Partners Partner in an amount not to exceed their its capital account, which capital account shall include the Limited Partners, Partner's proportionate share of any profits or losses from the sale of Partnership assets. (2) Balance to the General Partner(s). Nothing contained in this Agreement shall defeat the right of either a Limited or a General Partner to require and to have a court-supervised winding up, liquidation, and dissolution of the Partnership. No Partner shall be entitled to demand a distribution be made to him in the Partnership property, but the General Partner may make or direct property distributions to be made, using the property's fair market value as of the time of distribution as the basis of making the distribution.