Common use of Winding Up and Liquidation Clause in Contracts

Winding Up and Liquidation. If the Partnership is dissolved and is not reconstituted under Section 19.03 above, it shall be wound up and the assets shall be sold and proceeds distributed in the order provided herein. The Managing General Partner shall be appointed as the liquidating agent for the winding up of Partnership affairs and the liquidation and distribution of the assets of the Partnership, whether or not it shall have withdrawn or been removed as Managing General Partner in connection with such dissolution, unless (i) it shall have supplied to the Partnership a suitable substitute liquidating agent, (ii) a court of competent jurisdiction has ordered that the Managing General Partner not serve as liquidating agent or has appointed another liquidating agent for the Partnership, or (iii) applicable law prohibits the Managing General Partner from acting as liquidating agent. Until a certificate of cancellation is filed for the Partnership under Texas law, the Managing General Partner or other liquidating agent shall have authority in the name and on behalf of the Partnership to prosecute and defend civil, criminal or administrative suits, to settle and close the Partnership's business, and to sell or dispose of Partnership Property at a price deemed reasonable by the Managing General Partner or other liquidating agent, whether in cash, securities, other property or any other form, or any combination thereof, and the proceeds thereof as well as all other cash and properties of the Partnership shall be distributed as follows: A. to the payment and discharge or the establishment of reserves to discharge all of the Partnership's debts and liabilities to persons other than the Partners; B. to the setting up of any reserves which the Managing General Partner may deem necessary for contingent or unforeseen liabilities or obligations of the Partnership; C. to the satisfaction of all debts, including obligations of the Partnership to the Partners; and if the proceeds are insufficient to pay in full all such obligations, then pro rata to each Partner as the amount of the Partnership's obligation to such Partner bears to the obligations due all Partners; and D. to the extent available, to the payment of the Partners' positive Capital Account balances. Upon any liquidation and dissolution of the Partnership (other than a liquidation and dissolution arising from a constructive termination for tax purposes), property may not be distributed to the Partners, but shall be placed instead in a liquidating trust, or similar entity, for the purpose of liquidating the property and distributing the proceeds thereof to the Partners on the basis and in the percentages described in this Agreement, reduced by the expenses of collection and distribution. All liquidating distributions shall be made by the end of the Partnership's taxable year during which the liquidation occurs (or, if later, within 90 days after the date of such liquidation).

Winding Up and Liquidation. If (a) In the Partnership is dissolved and is not reconstituted under Section 19.03 aboveevent of a dissolution of the Partnership, it a liquidator (the “Liquidator”) shall be wound up and appointed by unanimous agreement of the assets shall Partners within sixty (60) days after the date of dissolution, failing which the Liquidator will be sold and proceeds distributed in appointed by the order provided hereinsenior partner (or any similar official) of the firm of certified public accountants most recently retained as auditors of the Partnership. The Managing General Either Partner shall may be appointed as the liquidating agent for Liquidator with the winding up concurrence of Partnership affairs and the liquidation and distribution of other Partner. (b) The Liquidator shall proceed to liquidate the assets of the Partnership, whether or not it shall have withdrawn or been removed as Managing General Partner wind up its affairs, and apply and distribute the proceeds in connection with such dissolution, unless the following order of priority: (i) it shall have supplied to To the Partnership a suitable substitute liquidating agent, (ii) a court payment of competent jurisdiction has ordered that the Managing General Partner not serve as liquidating agent or has appointed another liquidating agent for the Partnership, or (iii) applicable law prohibits the Managing General Partner from acting as liquidating agent. Until a certificate of cancellation is filed for the Partnership under Texas law, the Managing General Partner or other liquidating agent shall have authority in the name debts and on behalf liabilities of the Partnership to prosecute and defend civil, criminal or administrative suits, to settle and close the Partnership's business, expenses of liquidation in the order of priority as provided by law and to sell or dispose of Partnership Property at a price deemed reasonable by the Managing General Partner or other liquidating agent, whether in cash, securities, other property or any other form, or any combination thereof, and the proceeds thereof as well as all other cash and properties of the Partnership shall be distributed as follows: A. to the payment and discharge or the establishment of reserves to discharge all of the Partnership's debts and liabilities to persons other than the Partners; B. to the setting up of any reserves which the Managing General Partner may Liquidator shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations, which reserves may be retained by the Liquidator or paid over by the Liquidator to a bank, trust company or a firm of lawyers to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and at the expiration of the Partnership; C. to the satisfaction of all debts, including obligations of the Partnership to the Partners; and if the proceeds are insufficient to pay in full all such obligations, then pro rata to each Partner period as the amount Liquidator shall deem advisable, of distributing the Partnership's obligation to such Partner bears to balance in the obligations due all Partners; andmanner as herein provided. D. to the extent available, to (ii) To the payment of the Partners' positive Capital Account balances. Upon any liquidation and dissolution of the Partnership (other than a liquidation and dissolution arising from a constructive termination for tax purposes), property may not be distributed to the Partners, but shall be placed instead in a liquidating trust, or similar entity, for the purpose of liquidating the property and distributing the proceeds thereof to the Partners on of any remaining balance in their respective capital accounts as determined after taking into account all capital account adjustments for the basis and in the percentages described in this Agreement, reduced by the expenses of collection and distribution. All liquidating distributions shall be made by the end of the Partnership's Partnership taxable year during which the liquidation occurs and any contributions made pursuant to Section 9.2(c). (orc) If, if later, within 90 days after at the date of dissolution, either Partner’s capital account balance is in a negative amount, such Partner must prior to any distribution pursuant to Section 9.2(ii) to the Partners and within ninety (90) days of the date of dissolution, restore its capital account to zero. (d) A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities to enable the Liquidator to minimize any costs attendant upon such a liquidation). The provisions of Section 5.2 hereof relating to the allocation of income, gain, losses depreciation and deductions shall be applicable during the period of liquidation. (e) The Liquidator shall furnish each Partner with a statement audited by the independent firm of certified public accountants then retained as auditor of the Partnership, showing the financial results of the operations of the business for the period from the date of dissolution and showing the manner in which the proceeds of liquidation of the Partnership have been distributed. (f) Nothing contained herein shall be interpreted or construed as preventing the Liquidator, in the event of liquidation hereunder, from selling the Partnership assets to either Partner; provided, however, that unless the other Partner shall agree otherwise, such purchasing Partner shall pay the purchase price therefor in cash in an amount no less than the fair market value for such assets, as determined by an independent appraiser who shall be appointed by the Liquidator.

Winding Up and Liquidation. If (a) Upon dissolution of the Partnership is dissolved and is not reconstituted under Section 19.03 abovePartnership, it the General Partner or a liquidator or liquidating committee selected by the General Partner (the "Liquidator") shall be wound up and the assets shall be sold and proceeds distributed in the order provided herein. The Managing General Partner shall be appointed as the liquidating agent responsible for the winding up of the affairs of the Partnership affairs and the distribution of its assets. In connection with a winding up of the affairs of the Partnership, the Liquidator shall cause an accounting to be made of the assets and liabilities of the Partnership. If any liability is contingent or uncertain in amount, a reserve will be established in such amount as the Liquidator deems reasonably necessary. Upon satisfaction or other discharge of such contingency, the amount of the reserve not required, if any, will be distributed as provided in this Section 8.4. (b) The Liquidator shall be entitled to receive such compensation for its services as may be approved by the General Partner. The Liquidator shall agree not to resign at any time without fifteen (15) days' prior written notice and may be removed at any time, with or without cause, by notice of removal signed by the General Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within thirty (30) days thereafter be selected by the General Partner. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Section 8, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the Partners, all of the powers conferred upon the Liquidator under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Partnership as provided for herein. (c) The Liquidator shall liquidate the assets of the Partnership and distribution apply and distribute the proceeds of such liquidation in the order of priority set forth in Section 8.5, unless otherwise required by mandatory provisions of applicable law. (d) The Liquidator shall be authorized to sell any, all or substantially all of the assets of the Partnership for deferred payment obligations, and to hold, collect and otherwise administer any such obligations or any other deferred payment obligations held or acquired as assets of the Partnership. (e) A reasonable time, whether or not it including, without limitation, any time required to collect deferred payment obligations, shall have withdrawn or been removed as Managing General Partner in connection with such dissolution, unless (i) it shall have supplied to the Partnership a suitable substitute liquidating agent, (ii) a court of competent jurisdiction has ordered that the Managing General Partner not serve as liquidating agent or has appointed another liquidating agent be allowed for the Partnership, or (iii) applicable law prohibits orderly liquidation of the Managing General Partner from acting as liquidating agent. Until a certificate of cancellation is filed for the Partnership under Texas law, the Managing General Partner or other liquidating agent shall have authority in the name and on behalf assets of the Partnership to prosecute and defend civil, criminal or administrative suits, to settle and close the Partnership's business, and to sell or dispose of Partnership Property at a price deemed reasonable by the Managing General Partner or other liquidating agent, whether in cash, securities, other property or any other form, or any combination thereof, and the proceeds thereof as well as all other cash and properties discharge of the Partnership shall be distributed as follows: A. to the payment and discharge or the establishment of reserves to discharge all of the Partnership's debts and liabilities to persons other than creditors so as to enable the Partners; B. Liquidator to reasonably minimize any losses attendant upon the setting up of any reserves which the Managing General Partner may deem necessary for contingent or unforeseen liabilities or obligations of the Partnership; C. to the satisfaction of all debts, including obligations of the Partnership to the Partners; and if the proceeds are insufficient to pay in full all such obligations, then pro rata to each Partner as the amount of the Partnership's obligation to such Partner bears to the obligations due all Partners; and D. to the extent available, to the payment of the Partners' positive Capital Account balances. Upon any liquidation and dissolution of the Partnership (other than a liquidation and dissolution arising from a constructive termination for tax purposes), property may not be distributed to the Partners, but shall be placed instead in a liquidating trust, or similar entity, for the purpose of liquidating the property and distributing the proceeds thereof to the Partners on the basis and in the percentages described in this Agreement, reduced by the expenses of collection and distribution. All liquidating distributions shall be made by the end of the Partnership's taxable year during which the liquidation occurs (or, if later, within 90 days after the date of such liquidation).

Winding Up and Liquidation. If Upon the dissolution of the Partnership, the Partnership is dissolved and is not reconstituted under Section 19.03 aboveshall immediately commence to wind up its affairs, it shall be wound up and the assets shall be sold and proceeds distributed in Partners or the order provided herein. The Managing General Partner shall be appointed Liquidator, as the liquidating agent for case may be, shall proceed with reasonable promptness to liquidate the Partnership Assets. Except as provided below, during the period of the winding up of Partnership the affairs and the liquidation and distribution of the assets of the Partnership, whether the rights and obligations of the Partners set forth in Article 5 with respect to the management and operation of the Partnership and its business shall continue. Notwithstanding anything contained in this Agreement to the contrary, if any event described in Section 10.1(c) shall be continuing with respect to a Partner of one Party at the time the Partnership is dissolved, a Partner of the other Party (provided no such event is then continuing with respect to it), shall be entitled to act as the liquidating Partner hereunder or not it shall have withdrawn to appoint a liquidating trustee (in either event, such Partner or been removed trustee being referred to herein as Managing General Partner in connection with such dissolution, unless the "Liquidator") and (i) it such Liquidator shall have supplied be fully empowered to the Partnership a suitable substitute liquidating agent, (ii) a court of competent jurisdiction has ordered that the Managing General Partner not serve as liquidating agent or has appointed another liquidating agent for the Partnership, or (iii) applicable law prohibits the Managing General Partner from acting as liquidating agent. Until a certificate of cancellation is filed for the Partnership under Texas law, the Managing General Partner or other liquidating agent shall have authority in the name and act on behalf of the Partnership and to prosecute and defend civil, criminal or administrative suits, to settle and close wind up the Partnership's businessaffairs and liquidate the Partnership Properties, and (ii) the Liquidator shall be empowered to sell make, perform and implement all Major Decisions hereunder without obtaining the consent, approval or dispose waiver of Partnership Property at a price deemed any Partner or Person. The Liquidator shall be entitled to receive reasonable compensation for its services, and shall be fully indemnified, defended and held harmless by the Managing General Partner Partnership from and against all claims, costs and expenses (including reasonable attorneys' fees and costs) arising in the course of it performing its duties hereunder, except for any such claims, costs or other liquidating agent, whether in cash, securities, other property expenses resulting from the gross negligence or any other form, or any combination thereof, and the proceeds thereof as well as all other cash and properties wilful misconduct of the Partnership shall be distributed as follows: A. to Liquidator. From and after the payment and discharge or the establishment of reserves to discharge all dissolution of the Partnership's debts and liabilities to persons other than the Partners; B. to the setting up of any reserves which the Managing General Partner may deem necessary for contingent or unforeseen liabilities or obligations of the Partnership; C. to the satisfaction of all debts, including obligations of the Partnership Assets shall be liquidated and reduced to cash or cash equivalents as soon as practicable and the Partners; resulting Net Cash Flow, and if all other Net Cash Flow, shall be applied and distributed in the proceeds are insufficient to pay in full all such obligations, then pro rata to each Partner as the amount of the Partnership's obligation to such Partner bears to the obligations due all Partners; andfollowing rank and order: D. to the extent available, to (a) To the payment of the Partners' positive Capital Account balances. Upon any liquidation and dissolution creditors of the Partnership (other than in respect of Default Loans) in the order of priority as provided by law; (b) To the establishment and maintenance of a reserve of cash or other assets of the Partnership to pay contingent liabilities of the Partnership (other than any Default Loans) in such amounts as may be reasonably and in good faith determined by the Partners or the Liquidator, as the case may be; (c) To repay the principal amount of, and to pay any interest owing with respect to, any Default Loan; and (d) To the Partners in accordance with their respective Percentage Interests. If, immediately prior to the liquidation and dissolution arising from of the Partnership in accordance with the preceding provisions, there shall continue to be outstanding any principal or accrued interest on any Default Loan (a constructive termination for tax purposes"Default Loan Deficiency"), property may not the Noncontributing Party with respect to such Default Loan shall contribute to the Partnership the amount of such Default Loan Deficiency, which amount shall immediately thereafter be 42 distributed to the Partners, but shall be placed instead Contributing Party in a liquidating trust, or similar entity, for the purpose of liquidating the property and distributing the proceeds thereof to the Partners on the basis and in the percentages described in this Agreement, reduced by the expenses of collection and distribution. All liquidating distributions shall be made by the end satisfaction of the Partnership's taxable year during which the liquidation occurs (or, if later, within 90 days after the date of such liquidation)Default Loan.

Winding Up and Liquidation. If (a) Upon dissolution of the Partnership other than pursuant to Section 6.13, unless the Partnership is dissolved continued under an election to reconstitute and is not reconstituted under continue the Partnership pursuant to Section 19.03 above13.2, it shall be wound up and the assets shall be sold and proceeds distributed in the order provided herein. The Managing General Partner or, in the event the Managing General Partner has been dissolved or removed, has become bankrupt as defined in Section 13.1 or has withdrawn from the -66- 71 Partnership, a liquidator or liquidating committee selected by Consent of the Partners, shall be appointed as the liquidating agent responsible for the winding up of the affairs of the Partnership affairs and the liquidation and distribution of its assets. The Person or Persons who assume such responsibility (whether they be the Managing General Partner or not) are referred to herein as the "Liquidator." In connection with a winding up of the affairs of the Partnership, the Liquidator shall cause an accounting to be made of the assets and liabilities of the Partnership. If any liability is contingent or uncertain in amount, a reserve will be established in such amount as the Liquidator deems reasonably necessary. Upon satisfaction or other discharge of such contingency, the amount of the reserve not required, if any, will be distributed as provided in this Section 13.3. (b) The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by Consent of the Partners. The Liquidator shall agree not to resign at any time without fifteen (15) days' prior written notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal signed by Consent of the Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within thirty (30) days thereafter be selected by Consent of the Partners. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIII, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Committee under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Partnership as provided for herein. (c) The Liquidator shall liquidate the assets of the Partnership, whether and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) to the payment of Partnership creditors, including Partners in respect of loans or guaranteed payments, in order of priority provided by law; (ii) to the establishment of reasonable reserves for contingencies; and (iii) to the Partners in proportion and to the extent of the positive balances in their respective Capital Accounts (determined after applying the provisions of Article V). (d) The Liquidator shall be authorized to sell any, all or substantially all of the assets of the Partnership for deferred payment obligations, and to hold, collect and otherwise administer any such obligations or any other deferred payment obligations held or acquired as assets of the Partnership, regardless of the terms of such obligations. (e) A reasonable time, including, without limitation, any time required to collect deferred payment obligations, 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 Liquidator to minimize the normal losses attendant upon the liquidation. Upon the Liquidator's compliance with the foregoing distribution plan, the Partners shall execute, acknowledge, swear to and cause to be filed a Certificate of Cancellation of the Partnership. Except as otherwise expressly provided herein, the General Partners shall not it be personally liable for the return of the original investment or contributions of the Limited Partners, or any portion thereof. Any such return shall have withdrawn or been removed as be made solely from Partnership assets and in accordance with the express provisions hereof. (f) If, in the process of collecting any deferred payment obligation generated by a sale of assets of the Partnership, the Partnership reacquires any such assets, and if, at such time, there is a Managing General Partner in connection with such dissolution, unless (i) it shall have supplied to the Partnership a suitable substitute liquidating agent, (ii) a court of competent jurisdiction has ordered that the Managing General Partner not serve as liquidating agent or has appointed another liquidating agent for the Partnership, or (iii) applicable law prohibits the Managing General Partner from acting as liquidating agent. Until a certificate of cancellation is filed for the Partnership under Texas law, the Managing General Partner or other liquidating agent shall have authority in the name and on behalf of the Partnership to prosecute and defend civil, criminal or administrative suits, to settle and close the Partnership's business, and to sell or dispose of Partnership Property at a price deemed reasonable by the Managing General Partner or other liquidating agent, whether in cash, securities, other property or any other form, or any combination thereof, and the proceeds thereof as well as all other cash and properties of same so determines, the Partnership shall be distributed as follows: A. to reconstituted with the payment and discharge or the establishment of reserves to discharge all Consent of the Partnership's debts Partners upon the terms and liabilities to persons other than the Partners; B. to the setting up of any reserves which the Managing General Partner may deem necessary for contingent or unforeseen liabilities or obligations of the Partnership; C. to the satisfaction of all debts, including obligations of the Partnership to the Partners; and if the proceeds are insufficient to pay in full all such obligations, then pro rata to each Partner as the amount of the Partnership's obligation to such Partner bears to the obligations due all Partners; and D. to the extent available, to the payment of the Partners' positive Capital Account balances. Upon any liquidation and dissolution of the Partnership (other than a liquidation and dissolution arising from a constructive termination for tax purposes), property may not be distributed to the Partners, but shall be placed instead in a liquidating trust, or similar entity, for the purpose of liquidating the property and distributing the proceeds thereof to the Partners on the basis and in the percentages described in this Agreement, reduced by the expenses of collection and distribution. All liquidating distributions shall be made by the end of the Partnership's taxable year during which the liquidation occurs (or, if later, within 90 days after the date of such liquidation)conditions hereof.