Common use of Liquidation Procedure Clause in Contracts

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 of the month immediately preceding vote or election to dissolve. Negotiations shall continue as long as required, provided that if an agreement is not reached within ninety (90) days either partner may terminate the negotiations and require that such property be valued in the following manner: Each partner will select one independent MAI appraiser (not a partner nor affiliated with a partner), to establish the value of such holdings. If the two appraisers cannot agree upon the value of such assets in the partnership, the appraiser shall appoint a third independent MAI appraiser and a decision of the majority shall be made within fifteen (15) days thereafter, and shall be final on the issue. The third independent MAI appraiser shall be appointed for and directed to determine only which of the values affixed by the original two appraisers is more reasonable, and ratify and accept such to be his or her choice, thereby creating a majority. The cost in employing the appraisers shall be borne by the individual partner appointed the same, except in the case where it is necessary to employ a third independent MAI appraiser, in which case, the cost will be shared equally by the partners. Notwithstanding the foregoing, the parties may by writing executed with the same formalities as this agreement, agree to a valuation of any or all of the foregoing assets and such valuation shall be binding for all purposes of this agreement to the extent and for such duration as the writing shall provide. All real or tangible personal property not agreed to be received shall be sold at prices which are consistent with the valuation provision in subparagraph 4 above. The proceeds from the sale of said real estate will first be applied as follows: To satisfy all outstanding liens or obligations on said property; All reasonable and necessary costs incurred in the evaluation and sale of such property, which includes, but is not limited to brokerage fees and commissions; Any loans or debts owed to person not partners; All outstanding loans or debts owed to partners; and Any outstanding balances in partnership operating capital accounts. The gains or losses which remain thereafter shall be distributed to the partners in accordance with Section A and B of Article X. Any property distributed in kind in the liquidation shall be valued and treated as though the property was sold and the case proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on the sale of the property, and shall be credited or charged to the partners in accordance with Sections A and B of Article X. Any withdrawal or distribution from the partnership which is disproportionate from the ratio of the distribution partner's interest in profits as defined in Article X hereof, shall be first satisfied by that partner or set off against that partner's share of any profits due on liquidation prior to any distribution upon liquidation pursuant to this Article.

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: : 1. 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. 2. 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. 3. 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. 4. 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 of the month immediately preceding vote or election to dissolve. Negotiations shall continue as long as required, provided that if an agreement is not reached within ninety (90) days either partner may terminate the negotiations and require that such property be valued in the following manner: Each partner will select one independent MAI appraiser (not a partner nor affiliated with a partner), to establish the value of such holdings. If the two appraisers cannot agree upon the value of such assets in the partnership, the appraiser shall appoint a third independent MAI appraiser and a decision of the majority shall be made within fifteen (15) days thereafter, and shall be final on the issue. The third independent MAI appraiser shall be appointed for and directed to determine only which of the values affixed by the original two appraisers is more reasonable, and ratify and accept such to be his or her choice, thereby creating a majority. The cost in employing the appraisers shall be borne by the individual partner appointed the same, except in the case where it is necessary to employ a third independent MAI appraiser, in which case, the cost will be shared equally by the partners. Notwithstanding the foregoing, the parties may by writing executed with the same formalities as this agreement, agree to a valuation of any or all of the foregoing assets and such valuation shall be binding for all purposes of this agreement to the extent and for such duration as the writing shall provide. 5. All real or tangible personal property not agreed to be received shall be sold at prices which are consistent with the valuation provision in subparagraph 4 above. The proceeds from the sale of said real estate will first be applied as follows: : a. To satisfy all outstanding liens or obligations on said property; ; b. All reasonable and necessary costs incurred in the evaluation and sale of such property, which includes, but is not limited to brokerage fees and commissions; ; c. Any loans or debts owed to person not partners; ; d. All outstanding loans or debts owed to partners; and and e. Any outstanding balances in partnership operating capital accounts. 6. The gains or losses which remain thereafter shall be distributed to the partners in accordance with Section A and B of Article X. Any property distributed in kind in the liquidation shall be valued and treated as though the property was sold and the case proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on the sale of the property, and shall be credited or charged to the partners in accordance with Sections A and B of Article X. X. 7. Any withdrawal or distribution from the partnership which is disproportionate from the ratio of the distribution partner's interest in profits as defined in Article X hereof, shall be first satisfied by that partner or set off against that partner's share of any profits due on liquidation prior to any distribution upon liquidation pursuant to this Article.