Liquidation of Interests Sample Clauses
The "Liquidation of Interests" clause outlines the process and procedures for distributing a party's ownership or financial interests in a business or partnership when the entity is dissolved or a member exits. Typically, this clause specifies how assets are valued, the order in which liabilities are paid, and the method for allocating remaining assets among stakeholders. Its core function is to ensure a fair and orderly distribution of interests, minimizing disputes and providing clarity on financial outcomes during liquidation events.
Liquidation of Interests. 10.5.1 No Partner shall have the right to return of its Capital Contribution or Outstanding Loan except upon liquidation of the Partnership.
10.5.2 The General Partner shall not be personally liable for the return of the Capital Contributions made or the Loans advanced by the Limited Partners.
10.5.3 Upon termination of the Partnership (unless continued under Clause 10.3), no further business, activities or operations shall be conducted except for such action as shall be necessary for the winding-up of the affairs of the Partnership and the distribution of the Partnership Assets amongst the Partners, including, without limitation, the filing of all certificates and notices of dissolution as are required by the Act or applicable law. The Manager shall act as Liquidating Trustee (and for the avoidance of doubt shall not be entitled to any fees in respect of such role) provided however that the Limited Partners may apply to any competent court under the Act to appoint some other party or parties to act as a Liquidating Trustee and to receive such remuneration for so acting as the Limited Partners shall agree.
10.5.4 Upon termination of the Partnership, the Liquidating Trustee shall use all reasonable endeavours to sell the Partnership Assets (including to (i) a Limited Partner or Limited Partners, or (ii) the General Partner, the Manager or to any of their Associates, provided that any such transfer of Partnership Assets shall be transferred at a price provided by an independent valuer, who has valued these Partnership Assets in accordance with the Valuation Procedures) on terms which it or they consider to be reasonable.
10.5.5 In the event that such sale is not possible or not, in the Liquidating Trustee’s opinion, in the best interests of the Limited Partners, it or they may, at its or their discretion, distribute all or any of the Partnership Assets in specie (whether or not the same are listed on a regulated market). Such Partnership Assets shall be valued by an independent investment banking firm or other independent expert appointed by the Liquidating Trustee. In the case of securities which are not listed on a regulated market, any Limited Partner may request the Liquidating Trustee to endeavour to arrange for a sale of its due proportion of any such unlisted security, the net proceeds of such sale to be distributed to such Limited Partner. The Liquidating Trustee shall, in accordance with the Act, cause the Partnership to pay all debts, obligations a...
Liquidation of Interests. Subject to all of the terms and conditions of this Agreement, on the Closing Date, Buyer shall tender to Seller Buyer's Interests for liquidation and Seller shall distribute to Buyer in liquidation of Buyer's Interests an undivided interest in the Intellectual Property. The ratio of the undivided interest conveyed to the whole of the Intellectual Property shall be the same as the ratio of the liquidated Interests to the number of Interests outstanding on the Closing Date before liquidation of Buyer's Interests.
Liquidation of Interests