Sale or Liquidation Sample Clauses

Sale or Liquidation. In the case of a sale or other disposition of all or substantially all of the assets of the Partnership or termination and liquidation of the Partnership, the net proceeds of such sale or liquidation, shall be applied and distributed, after crediting or charging the Partners' capital accounts pursuant to Article VIII and as cash is received by the Partnership, in the following order of priority on or before the end of the taxable year in which the Partnership liquidates (or, if later, within 90 days after the date of such liquidation): (a) To the payment of the debts and liabilities of the Partnership (other than debts of the Partnership to the Partners) and the expenses of sale and liquidation. (b) To the setting up of any reserves which the General Partner determines are reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of, or in connection with, the Partnership. Such reserves may be held by the General Partner for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies, and at the expiration of such period as the General Partner may deem advisable, to distribute the balance thereafter remaining as provided herein. (c) To the Partners in repayment of debts of the Partnership to the Partners. (d) To the Partners in proportion to and to the extent of the remaining amounts of their respective positive capital accounts, as such accounts have heretofore been adjusted pursuant to this Agreement. (e) The remaining assets, if any, shall be distributed to the Partners in accordance with their Percentage Interests. Should assets other than cash be distributed, the amount by which the fair market value of the assets, if any, to be distributed exceeds or is less than the basis of such assets shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing gain or loss of the Partnership for purposes of crediting or charging the capital accounts of, and distributing proceeds to, the Partners.