Common use of Winding Up the Partnership Clause in Contracts

Winding Up the Partnership. In the event of a sale or disposition of substantially all of the assets of the Partnership, or a withdrawal of the sole remaining General Partner and the remaining partners do not elect to continue the Partnership pursuant to Article X, the Partnership shall immediately commence to wind up its affairs. The Partners shall continue to share profits or losses during liquidation in the same proportion as before dissolution. Nothing herein shall prohibit any partner from exercising the right of redemption in any foreclosure action on partnership assets, provided that such partner complies with the provisions of this Article XII. The proceeds from liquidation of the Partnership assets shall be applied as follows: (a) Payment to creditors of the Partnership, including Partners, in the order of priority provided by law. (b) Pro rata payment to the Partners of the credit balances in their respective capital accounts. (c) The balance, if any, shall be distributed to all Partners in the proportions set forth in Sections 6.2 and/or 6.3, as applicable at the time. (d) Such distributions may be made in kind and, if so, shall be valued at the fair market value thereof.

Winding Up the Partnership. In the event of a sale or disposition of substantially all of the assets of the Partnership, or a withdrawal of the sole remaining General Partner and the remaining partners do not elect to continue the Partnership pursuant to Article X, the Partnership shall immediately commence to wind up its affairs. The Partners shall continue to share profits or losses during liquidation in the same proportion as before dissolution. Nothing herein shall prohibit any partner from form exercising the right of redemption in any foreclosure action on partnership assets, provided that such partner complies with the provisions of this Article XII. The proceeds from liquidation of the Partnership assets shall be applied as follows: (a) Payment to creditors of the Partnership, including Partners, in the order of priority provided by law. (b) Pro rata payment to the Partners of the credit balances in their respective capital accounts. (c) The balance, . if any, shall be distributed to all Partners in the proportions set forth in Sections 6.2 and/or 6.3, . as applicable at the time. (d) Such distributions may be made in kind and, if so, shall be valued at the fair market value thereof.