Winding Up of Affairs Sample Clauses

Winding Up of Affairs. In the event of the dissolution and liquidation of the Partnership for any reason, the General Partner shall commence to wind up the affairs of the Partnership and shall convert all of the Partnership's assets to cash or cash equivalents within such reasonable period of time as may be required to receive fair value therefor. All items of income, gain, loss, deduction and credit during the period of liquidation shall be allocated among the Partners in the same manner as before the dissolution. If there is no General Partner to effect such Liquidation, then the Limited Partners, pursuant to a vote of Limited Partners owning a majority of the issued and outstanding Partnership Units owned by all Limited Partners, may designate any person, firm or corporation, as a Liquidating Trustee, for that purpose who shall have all of the rights, powers and authority of a General Partner stated herein in connection therewith.

Winding Up of Affairs. Upon dissolution of the Partnership, the General Partner shall wind up the affairs of the Partnership. The General Partner shall determine the time, place, manner and other terms of any sales involving the Partnership's assets, with due regard to the financial condition of the Partnership and the relevant market and economic conditions. No Partner shall have the right to require an in-kind distribution of the assets of the Partnership in lieu of any cash distribution.

Winding Up of Affairs. Upon the dissolution of the Company in accordance with the provisions of this Agreement, the Company shall immediately commence winding up its affairs. The winding-up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Liquidator, and the Liquidator is hereby authorized to do all acts authorized by law for these purposes. Without limiting the generality of the foregoing, the Liquidator, in carrying out such winding-up and distribution, shall have full power and authority to sell all or any of the Company assets or to distribute the same in kind to the Members. Any assets distributed in kind shall be subject to all operating agreements or other agreements relating thereto which shall survive the termination of the Company.

Winding Up of Affairs. Upon the dissolution of the Company, the Board shall wind up the affairs of the Company. The Board shall determine the time, place, manner and other terms of any sales involving the Company’s assets and the discharge or assumption of its liabilities, with due regard to the activity and the condition of the Company and the relevant market and economic conditions.

Winding Up of Affairs. In the event of the dissolution and liquidation of the Company for any reason, the Members shall commence to wind up the affairs of the Company and shall convert all of the Company’s assets to cash or cash equivalents within such reasonable period of time as may be required to receive fair value therefor. All items of income, gain, loss, deduction and credit during the period of liquidation shall be allocated among the Members in the same manner as before the dissolution.

Winding Up of Affairs. Upon the dissolution of the Partnership in accordance with the provisions of this Agreement, the Partnership shall immediately commence winding up its affairs and shall file a notice of dissolution or cancellation. The winding-up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the Liquidator, who is hereby authorized to do all acts authorized by law for these purposes. Without limiting the generality of the foregoing, the Liquidator, in carrying out such winding-up and distribution, shall have full power and authority to sell all or any of the Partnership assets or to distribute the same in kind to the Partners. Any assets distributed in kind shall be subject to all operating agreements or other agreements relating thereto which shall survive the termination of the Partnership. Following the winding-up of the Partnership, the proceeds from liquidation of Partnership assets shall be applied and distributed as set forth in Section 12.3.

Winding Up of Affairs. In the event of the dissolution and liquidation of the Company for any reason, the Manager shall file a written notice of winding up on behalf of the Company in the appropriate governmental offices, and shall commence to wind up the affairs of the Company and shall convert all of the Company’s assets to cash or cash equivalents within such reasonable period of time as may be required to receive fair value therefor. All items of income, gain, loss, deduction and credit during the period of liquidation shall be allocated among the Members in the same manner as before the dissolution.

Winding Up of Affairs. Except as otherwise provided in Section 9.2 hereof, in the event of the dissolution of the Company for any reason, the Manager shall promptly commence to wind up the affairs of the Company and shall convert all of the Company's assets to cash or cash equivalents within such reasonable period of time as may be required to receive fair value therefor. During the period of winding up the affairs and business of the Company, the rights and obligations of the Manager set forth herein with respect to the management of the Company shall continue. The Manager retains the right to "run out" the existing Portfolio during any wind up period. In the event the Manager ceases or fails to act, a Member who has not wrongfully Dissociated may participate in the winding up of the Company's business, or the legal representative of the last surviving Member may wind up the Company's business. On application of any Member, Member's legal representative or Member Transferee, the court, for good cause shown, may order judicial supervision of the winding up. A Person winding up the Company's business may prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the Company's business, dispose of and transfer the Company's property, discharge the Company's liabilities, distribute the Company's assets as provided for herein, settle disputes by mediation or arbitration, and perform other necessary acts. The Company shall be bound by a Person's act after dissolution that is appropriate for winding up the Company's business or would have bound the Company under Section 13-5 of the Act before dissolution if the other party to the transaction did not have notice of the dissolution. A Person who, with knowledge of the dissolution, subjects the Company to liability by an act that is not appropriate for winding up the Company's business shall be liable to the Company for any damage caused to the Company from such liability. The assets of the Company shall be applied or distributed in liquidation in the following order of priority: (1) in payment of debts and obligations of the Company owed to third party creditors (including Members who are creditors) and (2) to Members in the manner set forth in Section 6.3 hereof. All items of income, gain, loss, deduction and credit during the period of liquidation shall be allocated among the Members in the same manner as before the dissolution.

Winding Up of Affairs. 47 14.3 Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 14.4