Common use of Procedure for Winding-Up Clause in Contracts

Procedure for Winding-Up. Upon the dissolution and termination of the Company caused by other than the termination of the Company under section 708(b)(1)(B) of the Code, the General Partner shall proceed to wind up the affairs of the Company. During such winding-up process, the Profits, Losses, and Distributions of the Distributable Cash shall continue to be shared by the Limited Partners in accordance with this Agreement. Keystone Investors - Urban Node Fund II, LP Limited Partnership Agreement The Properties shall be liquidated as promptly as is consistent with obtaining fair market value (meaning the price a ready, willing and able buyer would pay to a ready, willing and able seller of a Property, assuming the Property was exposed for sale on the open market for a reasonable period of time, taking into account all purposes for which the Property may be used under the existing statutes, laws and ordinances applicable to the Property, including, in the case of real property, zoning, land use restrictions, and private restrictions, such as covenants, conditions and restrictions of record, and local real estate market conditions). The proceeds from disposition of the properties owned by the Company shall be applied and distributed by the Company on or before the end of the taxable year of such liquidation if such liquidation occurs during the first year of Company operation, or within ninety (90) days after such liquidation thereafter. Upon dissolution of the Company, the Assets of the Company will be distributed as described in Article 14.1 hereof. Upon the dissolution and commencement of the winding up of the Company, the General Partner shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of the State of California, and the General Partner shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.