Liquidation Procedure Clause Samples

Liquidation Procedure. Subject to Section 7.4 hereof, upon dissolution of the Trust, the Trustees shall liquidate the assets of the Trust, apply and distribute the proceeds thereof as follows: (a) first to the payment of all debts and obligations of the Trust to third parties, including without limitation the retirement of outstanding debt, including any debt owed to Holders or their affiliates, and the expenses of liquidation, and to the setting up of any Reserves for contingencies which may be necessary; and (b) then in accordance with the Holders' positive Book Capital Account balances after adjusting Book Capital Accounts for allocations provided in Article V hereof and in accordance with the requirements described in Treasury Regulations Section 1.704-1(b)(2) (ii)(b)(2).

Liquidation Procedure. Upon dissolution of the Fund for any reason: (a) A reasonable time shall be allowed for the orderly liquidation of the assets of the Fund and the discharge of liabilities to creditors so as to enable the Fund to minimize the losses normally attendant to a liquidation; (b) The Shareholders shall continue to receive Available Cash Flow from Operations or Available Cash From Dispositions, as the case may be, subject to the other provisions of this Agreement and to the provisions of subsection (c) hereof, and shall share Profits and Losses for all tax and other purposes during the period of liquidation; and (c) The Manager shall act as liquidating Manager and shall proceed to liquidate the Fund Properties to the extent that they have not already been reduced to cash unless the liquidating Manager elects to make distributions in kind to the extent and in the manner herein provided and such cash, if any, and property in kind, shall be applied and distributed to the Shareholders to the extent of, and in proportion to, the positive balances of their Capital Accounts and then in accordance with Article 8.

Liquidation Procedure. A reasonable time, as determined by the General Partner, from the date of an event of dissolution shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities. Upon the completion of dissolution in accordance with the terms hereof, the Partnership shall terminate and the General Partner shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership whereupon it shall cease to exist in all respects. In the event of a dissolution of the Partnership, liquidation of the assets of the Partnership and discharge of its liabilities may be carried out by a liquidation trustee or receiver, who shall be a bank or trust company or other person or firm having experience in managing, liquidating or otherwise handling property of the type then owned by the Partnership. Such liquidation trustee or receiver shall be designated by the General Partner (or in the absence of the General Partner, by the Limited Partners holding more than 50% of the Units). A liquidation trustee shall be not personally liable for the debts of the Partnership but otherwise shall have such obligations and authorities as are given the General Partner pursuant to this Agreement or as may be agreed upon between the Partners and said liquidation trustee.

Liquidation Procedure. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partnership to minimize the losses normally attendant to a liquidation. (a) Upon dissolution of the Partnership for any reason, the Partners shall continue to receive cash distribution, and provided in Article XIII, subject to the other provisions of this Agreement and to the provisions of subsection (b) hereof and shall share income and losses for all tax and other purposes during the period of liquidation. (b) The General Partner, as liquidator, shall proceed to liquidate the Partnership Properties to the extent that it has not already been reduced to cash unless the General Partner elects to make distributions in kind to the extent and in the manner herein provided and such case, in any, and property in kind, shall be applied and distributed in accordance with Section 8.02 (b).

Liquidation Procedure. In order to liquidate the Trust Estate, the Liquidator shall implement the following procedure: (i) the Liquidator shall propose a liquidation strategy for the Trust Estate which maximizes the liquidation value of the Trust to the Technical Committee for approval; (ii) the Technical Committee shall instruct the Trustee, in consultation with the Audit Committee, to conduct any necessary or appropriate action to complete the liquidation process, including hiring one or more financial or real estate advisors to the extent deemed appropriate. All fees and expenses arising in connection therewith shall constitute Trust Expenses; and (iii) the Technical Committee and the Common Representative may at any time reasonably request information from the Liquidator with respect to its activities.

Liquidation Procedure. Promptly following dissolution, the Liquidator shall within a reasonable period of time cause the Company's assets and properties to be liquidated for cash in an orderly and businesslike manner so as not to involve undue sacrifice (which liquidation shall not involve any material sale or disposition of assets or properties of the Company to any Member or any Affiliate of a Member unless, in any such case, such sale or disposition is on terms that are no less favorable to the Company than would be reasonably available in an arm's length transaction).

Liquidation Procedure. If for any reason the partnership is dissolved and the affairs of the partnership wound up and the assets liquidated, it is agreed the procedure for such shall be as follows: All work in progress shall be filled through the latest practical date following the notice of withdrawal or failure to purchase. All such accounts receivable shall be collected by the partnership in the course of winding up its business affairs. All client files in existence on the effective date hereof and all matters in process related to such files shall be transferred to the partner with which the file originated unless prior to dissolution, such matters (i) have completion otherwise assumed by agreement among the partners or their legal representatives or (ii) are referred to competent qualified attorneys for completion. All client files commencing after the effective date hereof, and all matters in process related to such files shall be transferred in accordance with the agreement of the partners. In absence of such agreement, such client files shall be distributed equally in accordance with the decision by an arbitrator or in accordance with the procedures set forth in Article XIX.D. Notwithstanding the foregoing, the destination of all client files shall be subject to the direction of the clients to the extent required under the Code of Professional Responsibility and/or the Integration Rules and Bylaws. The assets of the Partnership which shall consist of case on hand of the partnership and/or on deposit in a bank deposit or trust account on behalf of the partnership shall be used to meet all outstanding debts of the partnership owed to debtors other than partners. The balance of said assets or any income accruing to the benefit of the partnership shall be applied to all costs and obligations arising after dissolution, during the winding up and liquidation of the partnership assets. Any and all real estate and tangible personal property owned by the partnership shall be appraised at a value determined in accordance with the following: it is agreed negotiations shall be undertaken between the partners to establish the value of the partnership property on liquidation. In the negotiations, the parties shall determine separately the value of the partnership's case; receivables, if any; inventory, items, if any; goodwill, if any; real property and depreciable property and leasehold interest therein, if any, and all other property of the partnership, as the same exists at the end ...

Liquidation Procedure. A reasonable time, as determined by the General Partner, from the date of an event of dissolution shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities. Upon the completion of dissolution in accordance with the terms hereof, the Partnership shall terminate and the General Partner shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership whereupon it shall cease to exist in all respects. In the event of a dissolution of the Partnership, liquidation of the assets of the Partnership and discharge of its liabilities may be carried out by a liquidation trustee or receiver, who shall be a bank or trust company or other Person or firm having experience in managing, liquidating or otherwise handling property of the type then owned by the Partnership. Such liquidating trustee or receiver shall be designated by the General Partner. A liquidation trustee shall be not personally liable for the debts of the Partnership but otherwise shall have such obligations and authorities as are given the General Partner pursuant to this Agreement or as may be agreed upon between the Partners and said liquidation trustee.

Liquidation Procedure. (a) Subject to the provisions of paragraph (e) below, in the event that the Collateral Agent is instructed to sell any Collateral Obligations in the Portfolio following an acceleration pursuant to Clause 24.15 (Acceleration) (for the purposes of this Clause 24.16, the “Seller”) it shall follow the procedure set out below, with any costs and expenses incurred by the Seller pursuant to this Clause 24.16 being payable by the Borrower: (i) prior to the sale of any Collateral Obligation, the Seller shall give the Parent and/or an Affiliate thereof written notification of its intention to sell the Collateral Obligations (a “Notification of Sale”), and following the receipt of such Notification of Sale, the Parent and/or its Affiliates shall have three (3) Business Days in which they shall have the right to irrevocably commit to purchase in writing any or all Collateral Obligations at a price not less than the most recently calculated Market Value of such Collateral Obligation (unless otherwise agreed with the Seller (acting on the instructions of the Supermajority Senior Lenders)) with such price to be paid not later than five (5) Business Days following receipt of the Notification of Sale (such commitments to purchase, individually, the “PG Bids” and, collectively, the “PG Portfolio Bid”), provided that a commitment to purchase from the Parent and/or an Affiliate thereof only constitutes a PG Bid if: (A) the Parent or Affiliate, as applicable, is not subject to any Insolvency Event or any cashflow or balance sheet insolvency, commencement of negotiations with a view to the general readjustment or rescheduling of its indebtedness or any other steps having been taken pre-insolvency of a similar nature; and (B) the amount of the PG Portfolio Bid, if received, would result in the Senior Lenders and the Arranger receiving all amounts due and payable in accordance with the provisions of paragraph 1.3 (Post-Default Priority of Payments) of Schedule 6 (Priorities of Payment), including: (I) all interest; (II) all indemnities, fees, Break Costs and Increased Costs; (III) all outstanding Advances; and (IV) any other amount due and payable, and, if (I) PG Bids satisfying the conditions at (A) and (B) above are not received on or prior to the third (3rd) Business Day following the Notification of Sale or (II) the purchase price of the Collateral Obligations the subject of the PG Bids are not received by the Collateral Agent on or prior to the fifth (5th) Business Day follo...