Common use of Method of Liquidation Clause in Contracts

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited Partners entitled to vote) shall immediately commence to wind up the Partnership’s affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred to a reasonable time. The Partners shall continue to share Operating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the order of priority as follows: A. Debts of the Partnership, including repayment of principal and interest on loans and advances made by the General Partner pursuant to Section 3.3 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of repaying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; then C. Then, to the Partners in accordance with their respective Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods.

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above6.1 above that require the Partnership to be dissolved, liquidated and terminated, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. The General Partner (or if there be no who is not a Disabled General Partner, or, if there is no General Partner who is not a liquidating trustee selected Disabled General Partner, the Person designated in writing by those the Limited Partners holding in Partners, shall be responsible for overseeing the aggregate more than fifty percent (50%) winding up and dissolution of the Percentage Interests held by all Limited Partners entitled to vote) shall immediately commence to wind up the Partnership’s affairs and shall liquidate the . The assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss be liquidated only to the Partnershipextent determined to be appropriate by the Person overseeing the winding up, and the proceeds thereof, together with such assets as the Person overseeing the winding up determines to distribute in which event the liquidation may be deferred to a reasonable time. The Partners shall continue to share Operating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnershipkind, shall be applied and distributed in the following order: (a) To the payment of the debts and liabilities of the Partnership other than to Partners and to the expenses of liquidation in the order of priority as follows:provided by law; then to A. Debts of the Partnership, including repayment of principal and interest on loans and advances made by the General Partner pursuant to Section 3.3 above; then B. To the (b) The establishment of any reserves deemed necessary or appropriate by which the General Partner, or by Person overseeing the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, deems necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such ; provided, however, that any such reserves established hereunder shall be paid over to a bank or other designated agent to be held in escrow for the purpose of repaying paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) Person overseeing the winding up deems advisable, of distributing the balance of such reserves in the manner hereinafter provided in this Section; then to (c) The repayment of any liabilities or debts, other than Capital Accounts, of the Partnership to any of the Partners; then to (d) The Partners in proportion to the positive balances, if any, then standing in their respective Capital Accounts. A reasonable time shall be allowed for the orderly liquidation of the Partnership's assets pursuant to this Section 6.3 in order to minimize the losses normally attendant upon such a liquidation. The Partnership shall terminate when all of its assets shall have been applied and distributed in accordance with the provisions of this Section 6.3. The establishment of any reserves in accordance with the provisions of this Section 6.3 shall not have the effect of extending the term of the Partnership, but any such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though 6.3 upon expiration of the period of such reserves had been distributed contemporaneously with the other funds distributed hereunder; then C. Then, to the Partners in accordance with their respective Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsreserves.

Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited Partners entitled to votePartners) shall immediately commence to wind up the Partnership’s affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred to for a reasonable time. The Partners shall continue to share Operating Cash Flow, Capital Cash Flow, Net Profits and Net Losses during the period of liquidation in the same proportions as before dissolutiondissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the order of priority as follows: A. Debts of the Partnership, including repayment of principal and interest on loans and advances made by the General Partner pursuant to Section Sections 3.3 and/or 9.7 above; then B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of repaying paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; then C. ThenTo the Partners, to including the Partners holders of Restricted Units, in accordance with their respective Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, the Company, as the holder of Preference Units, shall be allocated gross income to the extent necessary to cause its Capital Account balance to equal the amount established in the applicable Other Securities Term Sheet upon any voluntary or involuntary dissolution, liquidation or winding up of the Partnership; provided, that no such gross income allocation shall be made to the Company to the extent that such allocation would result in any additional Net Loss (or item thereof) being allocated to any Obligated Partner.

Method of Liquidation. Upon the happening of any of the events event specified in Section 14.1 above11.1, and provided the General Partner Partnership is not continued as provided therein, such special liquidator as the Partners shall designate as a Major Decision (or if there be no General Partnerthe “Liquidator”), a liquidating trustee selected by those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited Partners entitled to vote) shall immediately commence to wind up the Partnership’s affairs and shall liquidate the assets of the Partnership Assets as promptly as possible, in an orderly and businesslike manner, unless the General Partner, or the liquidating trustee, Liquidator shall determine that an immediate sale of the Partnership assets Assets would cause undue loss to the Partnership, in which event the liquidation may be deferred to for a reasonable time, or all or part of the Partnership Assets may be distributed in kind. As promptly as possible after dissolution, the Liquidator shall prepare a final statement of account which shall reflect the status of each Partner’s Capital Account, and such other items and matters which it deems to be appropriate. The Partners Liquidator, shall continue determine the fair market value of the remaining Partnership Assets using appraisal techniques which it deems to share Operating Cash Flow, Capital Cash Flow, Profits be appropriate. The Partnership shall pay fees to the Liquidator for services performed pursuant to Section 11.2 and Losses during reimburse Liquidator for its reasonable costs and expenses in performing those services as are approved by the period of liquidation in General Partner. The Liquidator shall have the same proportions limitation on liability and rights to indemnification as before dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the order of priority as follows: A. Debts of the Partnership, including repayment of principal and interest on loans and advances made by the a General Partner pursuant to Section 3.3 above5.8. Net Cash Flow and all other Partnership Assets shall be applied and distributed as follows and in the following order of priority: (a) to the payment of the debts and liabilities of the Partnership, excluding any loans or advances from Partners; provided, however, if the Partnership makes distributions in kind of undivided interests in Partnership Assets which secure mortgage indebtedness, then each Partner receiving such distribution of assets in kind subject to such mortgage indebtedness shall be severally liable (as among each other, but not for the benefit of third parties) for its proportionate part of such mortgage indebtedness (which need not be paid or otherwise discharged out of the proceeds of liquidation) in proportion to its interest in such assets so distributed; provided, further, that no Partner intends hereby to incur (except as among each other, and then only to the extent of the value of his interest), nor does any Partner assume any liability on any such mortgage indebtedness which such Partner has not previously incurred under the terms of the instrument creating such mortgage indebtedness; then B. To (b) to the establishment of any reserves deemed reasonably necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the PartnershipLiquidator, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder under this Agreement shall be held for the purpose of repaying paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) Liquidator reasonably deems advisable, of distributing the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunderhereinafter; then C. Then(c) to the repayment of any loans made to the Partnership directly by Partners but if the amount available for such repayment is insufficient to repay all such loans, then pro rata on account thereof, the amount to be distributed to any such Partner being in the proportion which the unpaid principal balance of any loans made to the Partnership by such Partner bears to the aggregate unpaid principal balances of loans made to the Partnership by all Partners; then (d) to the Partners in accordance with their respective Section 4.1. The Partners intend that the allocations provided in Article III result in the distributions required pursuant to Section 11.2(d) being in accordance with positive Capital Account balancesbalances of the Partners as provided for in the Treasury Regulations under Section 704(b) of the Code. However, if after giving hypothetical effect to all contributionsthe allocations required by Article III, the Capital Accounts of the Partners are in such ratios or balances that distributions and pursuant to Sections 11.2(d) would not be in accordance with the positive Capital Account balances of the Partners as required by the Treasury Regulations under Section 704(b) of the Code, such failure shall not affect or alter the distributions required by Section 11.2(d). Rather, the Liquidator will have the authority to make other allocations for all periodsof Net Profit or Net Loss, or items of income, gain, loss or deduction among the Partners which, to the maximum extent possible, will result in the Capital Account of each Partner having a balance prior to distribution equal to the amount of distributions to be received by such Partner pursuant to Section 11.2(d).