Common use of Winding Up of Affairs Clause in Contracts

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.