Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 8 contracts
Samples: Agreement (Buckeye Partners, L.P.), Agreement and Plan of Merger (Buckeye GP Holdings L.P.), Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 8 contracts
Samples: Agreement, Limited Partnership Agreement (Brookfield Business Partners L.P.), Agreement (Brookfield Business Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the Managing General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 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 approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 16.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 7 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 16.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 6 contracts
Samples: Agreement (Brookfield Renewable Partners L.P.), Agreement (Brookfield Renewable Energy Partners L.P.), Agreement (Brookfield Property Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from Liquidator shall liquidate the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty (30) days thereafter, thereafter be approved by a Majority Interest. 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 shall 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 XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIIX) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the its 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and shall apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 6 contracts
Samples: Cedar Fair L P, Cedar Fair L P, Cedar Fair L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawlaws and the following:
Appears in 6 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement, Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the then General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved Partnership or become bankrupt (as defined in Section 14.112.1), a liquidator or liquidating committee approved by a Majority Interest Interest, shall be the liquidator of the Partnership (the “"Liquidator”"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (and, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, resignation resignation, or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and obligations of the original Liquidator) shall, within 30 thirty days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article XIV12, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of and priority, unless otherwise required to the maximum extent permitted by mandatory provisions of applicable law:
Appears in 5 contracts
Samples: Eme Homer City Generation Lp, Edison Mission Finance Co, Eme Homer City Generation Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partner, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by the Limited Partner. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided Provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 5 contracts
Samples: Teppco Partners Lp, Teppco Partners Lp, Teppco Partners Lp
Liquidation. A. Upon dissolution of the Limited Partnership, unless its liabilities shall be paid in the order provided herein. The General Partner shall sell the Limited Partnership's property so that such disposition is in the best interests of the Unit Holders, and shall execute all amendments terminating the Limited Partnership. In connection with any such Sale, the General Partner shall attempt to obtain the best prices for such property. Pending such Sales, the General Partner shall have the right to continue to operate and otherwise to deal with Limited Partnership property. In the event the Limited Partnership is reconstituted pursuant to Section 14.2, dissolved on account of the Incapacity or Removal of the General Partner, or the Limited Partnership shall elect, in accordance with the event provisions of Article Twelve, a person (the "Liquidating Agent") to perform the function of the General Partner has withdrawn from in liquidating the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator assets of the Limited Partnership and winding up its affairs, and shall pay to such Liquidating Agent its reasonable fees and expenses incurred in connection therewith. Gain or loss realized on the Sale or other disposition of the Limited Partnership's assets will be credited to (in the “Liquidator”)case of gain) or charged against (in the case of loss) each Partner's or Unit Holder's Capital Account to the extent allocable to such Partner or Unit Holder under Sections 5.2 and 5.3. Any liquidation of the Limited Partnership shall take place out of court and without application being made therefor to the Secretary of State of the State. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator Liquidating Agent shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by Unit Holders owning a Majority Interestmajority of the outstanding Depositary Units. Upon dissolution, removal, or resignation or removal of the LiquidatorLiquidating Agent, a successor and substitute Liquidator Liquidating Agent (who shall have and succeed to all rights, powers and obligations duties of the original LiquidatorLiquidating Agent) shall, within 30 days thereafter, be approved selected by Unit Holders owning a Majority Interestmajority of the outstanding Depositary Units. Except as expressly provided in this Article XIV, the Liquidator approved The right to appoint a successor or substitute Liquidating Agent in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Agent are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Agent shall be deemed to refer also to any such successor substitute Liquidating Agent appointed in the manner herein provided. The Liquidating Agent shall have and may exercise, without further authorization or approval Consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sales set forth in Article XVIISection 4.5B) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator Liquidating Agent to carry out the duties and functions of the Liquidator Liquidating Agent hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Agent to complete the winding-up and liquidation of the Limited Partnership as provided for herein. The Liquidator shall liquidate Notwithstanding the provision of Section 9.1 which requires the liquidation of the assets of the Limited Partnership, but subject to the order or priorities set forth herein, if on dissolution of the Limited Partnership and apply and distribute the proceeds General Partner or Liquidating Agent determines that an immediate sale of such part or all of the Limited Partnership's assets would be impracticable or would cause undue loss to the Unit Holders, the General Partner or Liquidating Agent may, in its absolute discretion, defer for a reasonable time the liquidation in of any assets except those necessary to satisfy liabilities of the following order of priority, unless otherwise required by mandatory provisions of applicable law:Limited Partnership (other than those to Partners).
Appears in 4 contracts
Samples: Geodyne Institutional Pension Energy Income P-2 LTD Ptnship, Geodyne Institutional Pension Energy Income P-2 LTD Ptnship, Geodyne Institutional Pension Energy Income P-2 LTD Ptnship
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 3 contracts
Samples: Agreement, Agreement (Brookfield Renewable Energy Partners L.P.), Agreement (Brookfield Renewable Energy Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “"Liquidator”"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon Interest upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 3 contracts
Samples: Agreement (Buckeye Partners L P), Buckeye Partners L P, Buckeye Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partner, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the Limited Partner. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 3 contracts
Samples: Ferrellgas Partners Finance Corp, Ferrellgas Finance Corp, Ferrellgas Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the Managing General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 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 approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 16.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawlaws and the following:
Appears in 3 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by the holders of at least a Majority Interest majority of the Outstanding Common Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a Majority Interestmajority of the Outstanding Common Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the holders of at least a Majority Interestmajority of the Outstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 3 contracts
Samples: Agreement (Ferrellgas Partners Finance Corp), Ferrellgas Partners Finance Corp, Ferrellgas L P
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 66 2⁄3% of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestat least 66 2⁄3% of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a Majority Interestat least 66 2⁄3% of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least 66 2⁄3% of the Outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:.
Appears in 3 contracts
Samples: Contribution Agreement (Enbridge Energy Partners Lp), Enbridge Energy Partners Lp, Enbridge Energy Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.217.3, the Managing General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 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 approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 17.4, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawlaws and the following:
Appears in 3 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.), bip.brookfield.com
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.212.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.112.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partner shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interestthe Limited Partner. Except as expressly provided in this Article XIVXII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIIXIV) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 3 contracts
Samples: Agreement (Buckeye GP Holdings L.P.), Agreement (Buckeye GP Holdings L.P.), Agreement (Buckeye Partners L P)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “"Liquidator”"). The , unless and until a successor Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services is ---------- appointed as may be approved by a Majority Interestprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior written notice and (notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the holders of a Majority in Interest. Upon dissolution, resignation or removal Within 30 days following the occurrence of any Event of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by the holders of a Majority in Interest. The successor Liquidator shall have and succeed to all rights, powers and obligations duties of the original former Liquidator) shall. 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, within 30 days thereafter, and every reference herein to the Liquidator shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) powers to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall liquidate receive as compensation for its services (i) if the assets Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not the General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as the holders of the Partnership and apply and distribute the proceeds of such liquidation a Majority in the following order of priority, unless otherwise required by mandatory provisions of applicable law:Interest may approve.
Appears in 2 contracts
Samples: Partnership Agreement (Anthony Crane Sales & Leasing Lp), Partnership Agreement (Anthony Crane Holdings Capital Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the Managing General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 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 approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator Xxxxxxxxxx (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 16.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General PartnerPartner or, or in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved selected by a Majority Interest the mutual agreement of the other Partners shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafterthereafter be selected by the Limited 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 approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitations on sale set forth in Article XVIIthis Agreement) to the extent appropriate necessary or necessary desirable in the good faith judgment judgement 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: Merry Maids Limited Partnership, ServiceMaster Consumer Services Limited Partnership
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator Xxxxxxxxxx (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 16.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 2 contracts
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership, been removed or dissolved or become bankrupt (as defined in Partnership is made pursuant to Section 14.113.1(b), a liquidator or liquidating committee approved selected by a Majority Interest of the Limited Partners, shall be the liquidator of the Partnership (the “Liquidator”). .” The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a Majority InterestInterest of the Limited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestInterest of the Limited Partners. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, within 30 days thereafter, be approved selected by Majority Interest of the Limited Partners. The right to appoint a Majority Interestsuccessor 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 Table of Contents also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIV13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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 required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall liquidate cause a proper accounting to be made by the assets Accountant of the Partnership Partnership’s assets, liabilities, and apply and distribute operations through the proceeds last day of such the calendar month in which the dissolution occurs or the final liquidation in the following order of priorityis completed, unless otherwise required by mandatory provisions of applicable law:as applicable
Appears in 2 contracts
Samples: Ensource Energy Income Fund LP, Ensource Energy Income Fund LP
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued pursuant to Section 14.213.2, the General Partner, or in the event if the General Partner has withdrawn from the Partnership, in breach of this Agreement or been removed or dissolved or become bankrupt (as defined in Section 14.1), removed a liquidator or liquidating committee approved selected by a Majority Interest the Limited Partner shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafterbe selected by the Limited 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 shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement hereof (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) powers to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the its 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-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall liquidate the assets of the Partnership Partnership, and shall apply and distribute the proceeds of such liquidation in the following order of priorityliquidation, unless otherwise required by mandatory provisions of applicable law:, by the end of the taxable year during which the liquidation occurs (or, if later, within 90 days after the date of such liquidation):
Appears in 2 contracts
Samples: Agreement (C&G Investments, LLC), C&G Investments, LLC
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved selected by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ fifteen (15) days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty (30) days thereafter, be approved selected by a Majority Interest. 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 shall be deemed to refer also to any such successor or substitute Liquidator. Except as expressly provided in this Article XIVXII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) hereof to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the its 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-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall liquidate the assets of the Partnership Partnership, and shall apply and distribute the proceeds of such liquidation in the following order of priorityliquidation, unless otherwise required by mandatory provisions of applicable law:, (a) first to the payment to creditors of the Partnership, including Partners in their capacity as creditors, in order of priority provided by law, (b) then to the Partners, in proportion to the number of Units owned by each Partner.
Appears in 2 contracts
Samples: Central Precast Concrete, Inc,, Central Precast Concrete, Inc,
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.212.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.112.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partner shall be the liquidator of the Partnership (the “"Liquidator”"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interestthe Limited Partner. Except as expressly provided in this Article XIVXII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIIXIV) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: Agreement (Buckeye Partners L P), Buckeye Partners L P
Liquidation. A. Upon dissolution of the Limited Partnership, unless its liabilities shall be paid in the order provided herein. The General Partner shall sell the Limited Partnership's property so that such disposition is in the best interests of the Unit Holders, and shall execute all amendments terminating the Limited Partnership. In connection with any such Sale, the General Partner shall attempt to obtain the best prices for such property. Pending such Sales, the General Partner shall have the right to continue to operate and otherwise to deal with Limited Partnership property. In the event the Limited Partnership is reconstituted pursuant to Section 14.2, dissolved on account of the Incapacity or Removal of the General Partner, or the Limited Partnership shall elect, in accordance with the event provisions of Article Twelve, a person (the "Liquidating Agent") to perform the function of the General Partner has withdrawn from in liquidating the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator assets of the Limited Partnership and winding up its affairs, and shall pay to such Liquidating Agent its reasonable fees and expenses incurred in connection therewith. Gain or loss realized on the Sale or other disposition of the Limited Partnership's assets will be credited to (in the “Liquidator”)case of gain) or charged against (in the case of loss) each Partner's or Unit Holder's Capital Account to the extent allocable to such Partner or Unit Holder under Sections 5.2 and 5.3. Any liquidation of the Limited Partnership shall take place out of court and without application being made therefor to the Secretary of State of the State. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator Liquidating Agent shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by Unit Holders owning a Majority Interestmajority of the outstanding Depositary Units. Upon dissolution, removal, or resignation or removal of the LiquidatorLiquidating Agent, a successor and substitute Liquidator Liquidating Agent (who shall have and succeed to all rights, powers and obligations duties of the original LiquidatorLiquidating Agent) shall, within 30 days thereafter, be approved selected by Unit Holders owning a Majority Interestmajority of the outstanding Depositary Units. Except as expressly provided in this Article XIV, the Liquidator approved The right to appoint a successor or substitute Liquidating Agent in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Agent are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Agent shall be deemed to refer also to any such successor substitute Liquidating Agent appointed in the manner herein provided. The Liquidating Agent shall have and may exercise, without further authorization or approval Consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sales set forth in Article XVIISection 4.5B) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator Liquidating Agent to carry out the duties and functions of the Liquidator Liquidating Agent hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Agent to complete the winding-up and liquidation of the Limited Partnership as provided for herein. The Liquidator shall liquidate Notwithstanding the provision of Section 9.1 which require the liquidation of the assets of the Limited Partnership, but subject to the order or priorities set forth herein, if on dissolution of the Limited Partnership and apply and distribute the proceeds General Partner or Liquidating Agent determines that an immediate sale of such part or all of the Limited Partnership's assets would be impracticable or would cause undue loss to the Unit Holders, the General Partner or Liquidating Agent may, in its absolute discretion, defer for a reasonable time the liquidation in of any assets except those necessary to satisfy liabilities of the following order of priority, unless otherwise required by mandatory provisions of applicable law:Limited Partnership (other than those to Partners).
Appears in 2 contracts
Samples: Geodyne Energy Income LTD Partnership Ii-B, Geodyne Energy Income LTD Partnership Ii-B
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, -65- 74 the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest majority of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the Outstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: Kinder Morgan Energy Partners L P, Kinder Morgan Energy Partners L P
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “"Liquidator”"). The , unless and until a successor Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services is ---------- appointed as may be approved by a Majority Interestprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior written notice and (notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the holders of a Majority Interestmajority of the Common Units. Upon dissolution, resignation or removal Within 30 days following the occurrence of any Event of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by the holders of a majority of the Class A Common Units. The successor Liquidator shall have and succeed to all rights, powers and obligations duties of the original former Liquidator) shall. 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, within 30 days thereafter, and every reference herein to the Liquidator shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) powers to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall liquidate receive as compensation for its services (i) if the assets Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not the General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as the holders of a majority of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:Class A Common Units may approve.
Appears in 2 contracts
Samples: Partnership Agreement (Anthony Crane Holdings Capital Corp), Partnership Agreement (Anthony Crane Sales & Leasing Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartner or, or in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 13.1 or has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved selected by a Majority Interest the mutual agreement of the other Partners shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall (if other than the General Partner) be entitled to receive such compensation for its services as may be approved by the Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafterthereafter be selected by the Limited 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 approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitations on sale set forth in Article XVIIthis Agreement) and to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out Liquidator, 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: Merry Maids Limited Partnership, ServiceMaster Consumer Services Limited Partnership
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or or, in the event the General Partner has been dissolved or removed or has withdrawn from the Partnership, or the Partnership has been removed dissolved pursuant to Section 15.01(a)(i), 15.01(a)(ii) or dissolved or become bankrupt (as defined in Section 14.115.01(a)(v), a liquidator or liquidating committee approved by a Majority Interest Approval shall be the liquidator of the Partnership (the “Liquidator”)Liquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority InterestApproval. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestApproval. Upon dissolution, removal or resignation or removal of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and obligations duties of the original LiquidatorLiquidating Trustee) shall, shall within 30 60 days thereafter, thereafter be approved by a Majority InterestApproval. If a Liquidating Trustee is not selected and qualified within the time periods set forth in this Section 15.02, any Limited Partner may apply to any court of competent jurisdiction for the winding up of the Partnership and, if appropriate, the appointment of a Liquidating Trustee. The right to appoint a successor or substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions thereof, and every reference herein to the Liquidating Trustee shall 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 XIV15, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers), other than regardless of whether the restrictions set forth in Article XVII) Liquidating Trustee is the General Partner, to the extent appropriate necessary or necessary 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 Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator Liquidating Trustee shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: www.alliancebernstein.com, Alliance Capital Management Holding Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to continued under Section 14.28.2 of this Agreement, the General PartnerPartner or, or in the event if the General Partner has withdrawn from the Partnershipbeen dissolved, been removed or dissolved or become becomes bankrupt (as defined in Section 14.1)8.1 of this Agreement, or withdraws from the Partnership, a liquidator or liquidating committee approved selected by a Majority Interest Interest, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal, or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved selected by a Majority Interest. 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 successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVVIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or or, in the event the General Partner has been dissolved or removed or has withdrawn from the Partnership, or the Partnership has been removed dissolved pursuant to Section 15.01(a)(i), 15.01(a)(ii) or dissolved or become bankrupt (as defined in Section 14.115.01(a)(v), a liquidator or liquidating committee approved by a Majority Interest Approval shall be the liquidator of the Partnership (the “Liquidator”)Liquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority InterestApproval. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestApproval. Upon dissolution, removal or resignation or removal of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and obligations duties of the original LiquidatorLiquidating Trustee) shall, shall within 30 60 days thereafter, thereafter be approved by a Majority InterestApproval. If a Liquidating Trustee is not selected and qualified within the time periods set forth in this Section 15.02, any Limited Partner or Unitholder may apply to any court of competent jurisdiction for the winding up of the Partnership and, if appropriate, the appointment of a Liquidating Trustee. The right to appoint a successor or substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions thereof, and every reference herein to the Liquidating Trustee shall 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 XIV15, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers), other than regardless of whether the restrictions set forth in Article XVII) Liquidating Trustee is the General Partner, to the extent appropriate necessary or necessary 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 Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator Liquidating Trustee shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: www.alliancebernstein.com, Alliance Capital Management Holding Lp
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 66 2/3% of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestat least 66 2/3% of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a Majority Interestat least 66 2/3% of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least 66 2/3% of the Outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:: the payment to creditors of the Partnership, including, without limitation, Partners who are creditors, in the order of priority provided by law; and the creation of a reserve of cash or other assets of the Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be appropriate for such purposes;
Appears in 2 contracts
Samples: www.lw.com, Enbridge Energy Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by the holders of at least a Majority Interest majority of the Outstanding Common Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a Majority Interestmajority of the Outstanding Common Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the holders of at least a Majority Interestmajority of the Outstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: Ferrellgas Partners Finance Corp, Ferrellgas Finance Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by at least a Majority Interest majority of the Outstanding Voting Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a Majority Interestmajority of the Outstanding Voting Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by at least a Majority Interestmajority of the Outstanding Voting Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least a Majority Interestmajority of the Outstanding Voting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the thc 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 2 contracts
Samples: El Paso Energy Partners Lp, El Paso Corp/De
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General Partner, or or, in the event the General Partner has been dissolved or removed or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved selected by a Majority Interest the mutual agreement of the other Partners, shall be the Liquidator. If the General Partner or any liquidator or liquidating committee is acting as the Liquidator, that party shall give a notice from the Partnership as described in Section 8(c) of the Partnership (the “Liquidator”)Exchange Rights Agreement. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Class A Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafterthereafter be selected by the Class A Limited 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 approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVArticle, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitations on sale set forth in Article XVIIthis Agreement) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions provision of applicable law:
Appears in 1 contract
Samples: ServiceMaster Consumer Services Limited Partnership
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General PartnerPartnership Policy Committee or its designee, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1)if it fails to act, a liquidator or liquidating committee approved by a Majority Interest majority of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General PartnerPartnership Policy Committee or its designee) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General PartnerPartnership Policy Committee or its designee) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the Outstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the Partnership Policy Committee and the General Partner Partners under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.4(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Northern Border Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partner, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the Limited Partner. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Liquidation. (a) Upon dissolution of the PartnershipCompany, unless an election to continue the Partnership Company is reconstituted made pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.111.1(b), a liquidator or liquidating committee approved selected by a Majority Interest of the Members, shall be the liquidator of the Partnership (the “Liquidator”). .” The Liquidator (if other than the General PartnerCompany) shall be entitled to receive such reasonable compensation for its services as may be approved by a Majority InterestInterest of the Members. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General PartnerCompany) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestInterest of the Members. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, within 30 days thereafter, be approved selected by Majority Interest of the Members. The right to appoint a Majority Interestsuccessor 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 XIV11, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner Company under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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 required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall liquidate cause a proper accounting to be made by the assets Accountant of the Partnership Company’s assets, liabilities, and apply and distribute operations through the proceeds last day of such the calendar month in which the dissolution occurs or the final liquidation in the following order of priorityis completed, unless otherwise required by mandatory provisions of applicable law:as applicable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ensource Energy Income Fund LP)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 16.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawlaws and the following:
Appears in 1 contract
Samples: Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless an election to continue the Partnership is reconstituted made pursuant to Section 14.2, the General PartnerPartner or, or in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved selected by a Majority Interest Interest, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ fifteen days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved selected by a Majority Interest. 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 XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “"Liquidator”"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon Interest upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:: (a) to creditors of the Partnership (including Partners); and
Appears in 1 contract
Samples: Agreement (Buckeye Partners L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 66 2/3% of the Outstanding LP Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestat least 66 2/3% of the Outstanding LP Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a Majority Interestat least 66 2/3% of the Outstanding LP Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by at least 66 2/3% of the Outstanding LP Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Teppco Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General Partner, or in the event the General Partner has been dissolved, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partner, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the Limited Partner. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Eott Energy Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 66⅔% of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestat least 66⅔% of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a Majority Interestat least 66⅔% of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least 66⅔% of the Outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Enbridge Energy Partners Lp
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 66⅔% of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestat least 66⅔% of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a Majority Interestat least 66⅔% of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least 66⅔% of the Outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:.
Appears in 1 contract
Samples: Contribution Agreement (Enbridge Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, has become bankrupt as set forth in Section 13.1 or has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest holders of at least 66 2/3% of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestholders of at least 66 2/3% of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a Majority Interestholders of at least 66 2/3% of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by holders of at least 66 2/3% of the Outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Terra Nitrogen Co L P /De
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the Partnership shall be liquidated as prescribed in this Agreement. The Managing General PartnerPartner shall act as Liquidator provided that, or in if the event the Managing General Partner has withdrawn or been removed from the Partnership, been removed then the Liquidator shall be the Person or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of to liquidate the Partnership (the “Liquidator”)pursuant to Section 16.3. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ 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 approved by a Majority Interest. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interest. 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 shall 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 XIV16, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 19.1) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the its 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and shall apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions provision of applicable law:
Appears in 1 contract
Samples: Agreement of Merger (ServiceMaster Consumer Services Limited Partnership)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by the holders of at least a Majority Interest majority of the Outstanding Class A Units and Class B Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a Majority Interestmajority of the Outstanding Class A Units and Class B Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the holders of at least a Majority Interestmajority of the Outstanding Class A Units and Class B Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Agreement (Ferrellgas L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “"Liquidator”"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Buckeye Partners L P
Liquidation. Upon dissolution of the Partnership, unless an election to continue the business of the Partnership is reconstituted made pursuant to Section 14.213.03, the General Partner, or or, in the event the General Partner has withdrawn from dissolution is caused by an event described in Section 13.02(b), a Person or Persons selected by a Majority Interest, shall be the Liquidating Trustee. The Liquidating Trustee shall proceed without any unnecessary delay to sell or otherwise liquidate the Partnership Assets and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (a) to pay (or to make provision for the payment of) all creditors of the Partnership, been removed or dissolved or become bankrupt other than Partners, in the order of priority provided by law; (as defined in Section 14.1)b) to pay, on a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator pro rata basis, all creditors of the Partnership that are Partners; and (c) after the “Liquidator”)payment (or the provision for payment) of all debts, liabilities, and obligations of the Partnership, to the General Partner and the Record Holders in accordance with Section 5.03. The Liquidator (Liquidating Trustee, if other than the General Partner) , shall be entitled to receive such compensation for its services as Liquidating Trustee as may be approved by a Majority Interest. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 days’ sixty (60) days prior written notice and (and, if other than the General Partner) , may be removed at any time, with or without cause, by written notice of removal approved by a Majority Interest. Upon dissolution, removal or resignation or removal of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and obligations duties of the original LiquidatorLiquidating Trustee) shall, shall be selected within 30 ninety (90) days thereafter, be approved thereafter by a Majority Interest. The right to appoint a successor or substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee will be deemed to refer also to any such successor or substitute Liquidating Trustee appointed in the 45 manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator Liquidating Trustee to carry out the duties and functions of the Liquidator Liquidating Trustee hereunder (including the establishment of reserves for liabilities that are contingent or uncertain in amount) for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate In the assets event that no Person is selected to be the Liquidating Trustee as herein provided within one hundred twenty (120) days following the event of dissolution, or in the event the Record Holders fail to select a successor or substitute Liquidating Trustee within the time periods set forth above, any Partner may make application to a Court of Chancery of the State of Delaware to wind up the affairs of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priorityand, unless otherwise required by mandatory provisions of applicable law:if deemed appropriate, to appoint a Liquidating Trustee. 13.06.
Appears in 1 contract
Samples: www.sec.gov
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 66 2/3% of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may -72- 82 be approved by a Majority Interestat least 66 2/3% of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a Majority Interestat least 66 2/3% of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least 66 2/3% of the Outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Lakehead Pipe Line Partners L P
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership, been removed or dissolved or become bankrupt (as defined in Partnership is made pursuant to Section 14.113.1(b), a liquidator or liquidating committee approved selected by a Majority Interest of the Limited Partners, shall be the liquidator of the Partnership (the “Liquidator”). .” The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a Majority InterestInterest of the Limited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestInterest of the Limited Partners. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, within 30 days thereafter, be approved selected by Majority Interest of the Limited Partners. The right to appoint a Majority Interestsuccessor 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 XIV13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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 required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall liquidate cause a proper accounting to be made by the assets Accountant of the Partnership Partnership’s assets, liabilities, and apply and distribute operations through the proceeds last day of such the calendar month in which the dissolution occurs or the final liquidation in the following order of priorityis completed, unless otherwise required by mandatory provisions of applicable law:as applicable
Appears in 1 contract
Samples: Ensource Energy Income Fund LP
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to continued under Section 14.28.2, the General PartnerPartner or, or in the event if the General Partner has withdrawn from the Partnershipbeen dissolved, been removed or dissolved or become becomes bankrupt (as defined in Section 14.1)8.1, or withdraws from the Partnership, a liquidator or liquidating committee approved selected by a Majority Interest Interest, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal, or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved selected by a Majority Interest. 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 successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVVIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: gentrymillscapital.com
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.216.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 16.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 1 contract
Samples: Agreement
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services , unless and until a successor Liquxxxxxx xx appointed as may be approved by a Majority Interestprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior written notice and (notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a Majority Interest. Upon dissolution, resignation or removal Within 30 days following the occurrence of any Event of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and obligations duties of the original former Liquidator) shall. 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, within 30 days thereafter, and every reference herein to the Liquidator shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) powers to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall liquidate receive as compensation for its services (i) if the assets of Liquidator is the Partnership General Partner, the compensation and apply and distribute reimbursements specified in Section 5.5, or (ii) if the proceeds of Liquidator is not a General Partner, a reasonable fee plus out-of-pocket costs or such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:other compensation as a Majority Interest may approve.
Appears in 1 contract
Samples: TWP Capital Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partner, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the Limited Partner. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Ferrellgas Partners Finance Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by at least a Majority Interest majority of the Outstanding Voting Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a Majority Interestmajority of the Outstanding Voting Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by at least a Majority Interestmajority of the Outstanding Voting Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least a Majority Interestmajority of the Outstanding Voting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Gulfterra Energy Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent [A&R LP AGR_BREP] Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 1 contract
Samples: Agreement (Brookfield Renewable Energy Partners L.P.)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to continued under Section 14.28.2, the General PartnerPartner or, or in the event if the General Partner has withdrawn from the Partnershipbeen dissolved, been removed or dissolved or become becomes bankrupt (as defined in Section 14.1)8.1, or withdraws from the Partnership, a liquidator or liquidating committee approved selected by a Majority Interest Interest, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal, or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved selected by a Majority Interest. 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 successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVVIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:.
Appears in 1 contract
Samples: Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.212.2.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe General Partner. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe General Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the General Partner. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 12.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved 45 by a Majority Interest the Limited Partner, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the Limited Partner. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to continue the Partnership pursuant to Section 14.215.2, the General PartnerPartner or, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1)ceased to be such, a liquidator or liquidating committee approved by a Majority Interest Vote of the Limited Partners, shall be the liquidator of the Partnership (the “Liquidator”)Liquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority InterestVote of the Limited Partners. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 60 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestVote of the Limited Partners. Upon dissolution, removal or resignation or removal of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and obligations duties of the original LiquidatorLiquidating Trustee) shall, shall within 30 90 days thereafter, thereafter be approved by a Majority InterestVote of the Limited Partners. The right to appoint a successor or substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee shall 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 XIVXV, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (Agreement, but subject to all of the applicable limitations, limitations (contractual and or otherwise), upon the exercise of such powers, other than regardless of whether the restrictions set forth in Article XVII) Liquidating Trustee is the General Partner, to the extent appropriate necessary or necessary 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 Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. In the event that no Person is selected to be the Liquidating Trustee within the time periods set forth above, any Partner may make application to the Court of Chancery of the State of Delaware to wind up the affairs of the Partnership and, if deemed appropriate, to appoint a Liquidating Trustee. The Liquidator Liquidating Trustee shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General PartnerPartner or, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or removed, become bankrupt (as defined in Section 14.1), or has withdrawn from the Partnership, a liquidator or liquidating committee approved selected by a Majority Interest the mutual agreement of the Limited Partners shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partners. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a Majority Interestthe Limited Partners. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafterthereafter be selected by the Limited 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 approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitations on sale set forth in Article XVIIthis Agreement) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: ServiceMaster Consumer Services Limited Partnership
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest Interest, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interest. The right to approve 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 shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 16.1(a)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The General Partner or the Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: FFP Real Estate Trust
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (shall act as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”"LIQUIDATOR"). The , unless and until a successor Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services is appointed as may be approved by a Majority Interestprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior written notice and (notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a Majority Interest. Upon dissolution, resignation or removal Within 30 days following the occurrence of any Event of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and obligations duties of the original former Liquidator) shall. 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, within 30 days thereafter, and every reference herein to the Liquidator shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) powers to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall liquidate receive as compensation for its services (i) if the assets of Liquidator is the Partnership General Partner, the compensation and apply and distribute reimbursements specified in Section 5.5, or (ii) if the proceeds of Liquidator is not a General Partner, a reasonable fee plus out-of-pocket costs or such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:other compensation as a Majority Interest may approve.
Appears in 1 contract
Samples: Transwestern Holdings Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent [A&R LP AGR_BREP] 42 Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawLaws and the following:
Appears in 1 contract
Samples: Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall the General Partner will be responsible for the liquidator of liquidation. The Person or Persons who assume such responsibility (which may include the Partnership (General Partner or any Partner or officer) are referred to herein as the “Liquidator”). .” The Liquidator (if other than the General Partner) shall will be entitled to receive such compensation for its services as may be approved by a Majority Interestthe General Partner. The Liquidator shall will agree not to resign at any time without 15 fifteen days’ prior written notice Notice to the Partners and (if other than the General Partner) may be removed at any time, with or without cause, by notice Notice of removal approved by a Majority Interestthe General Partner. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall will have and succeed to all rights, powers and obligations duties of the original Liquidator) shallwill within thirty days thereafter be selected by the General Partner. The right to appoint a successor or substitute Liquidator in the manner provided herein will be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, within 30 days thereafter, and every reference herein to the Liquidator will be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVArticle, the Liquidator approved appointed in the manner provided herein shall will have and may exercise, without further authorization or approval of any of the parties hereto, all of the general powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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 will be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall may, subject to all of the limitations placed on the powers and rights of the General Partner, liquidate the assets of the Partnership Partnership, and will apply and distribute the proceeds of such liquidation liquidation, together with any remaining Property, in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Limited Partnership Agreement (VOC Brazos Energy Partners, LP)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 662/3% of the Outstanding LP Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestat least 662/3% of the Outstanding LP Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a Majority Interestat least 662/3% of the Outstanding LP Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by at least 662/3% of the Outstanding LP Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Teppco Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.214.2 hereof, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest the holders of at least 66 2/3% of the outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe holders of at least 66 2/3% of the outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a Majority Interestat least 66 2/3% of the outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the holders of at least 66 2/3% of the outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b) hereof) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Plum Creek Timber Co L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, has become bankrupt as set forth in Section 12.1(a)(iii) or (iv) or has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by the Record Holders of at least a Majority Interest of the Outstanding Partnership Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by Record Holders of at least a Majority Interestof the Outstanding Partnership Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by Record Holders of at least a Majority Interestof the Outstanding Partnership Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by Record Holders of at least a Majority Interestof the Outstanding Partnership Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Assets, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by any Certificate of Designation for the Preferred Units or mandatory provisions of applicable law:
Appears in 1 contract
Liquidation. (a) Upon the dissolution of the PartnershipCompany, BPOP shall be appointed to act as liquidator (the "LIQUIDATOR") to wind up the affairs of the Company, unless the Partnership is reconstituted pursuant to Section 14.2dissolution has been caused by the termination, the General Partnerremoval or withdrawal of BPOP, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest which case CalPERS shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall be required to agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe other Member. Upon dissolution, the resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interestappointed. Except as expressly provided in this Article XIVSECTION 6.2, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner Manager under the terms of this Agreement (but provided that the Liquidator shall be subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary in the reasonable and 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 Company as provided for herein. The Liquidator shall liquidate the assets management of the Partnership and apply and distribute Company shall continue to be governed by the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:ARTICLE IV while the Liquidator winds up the Company.
Appears in 1 contract
Samples: Operating Agreement (Burnham Pacific Properties Inc)
Liquidation. (a) Upon dissolution of the Partnership, unless Partnership or the Partnership is reconstituted pursuant occurrence of any event referred to in Section 14.213.1(c), the General Partner, or in Partner shall be the event "Liquidator," unless and until the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), appoints a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “successor Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestnotice. Upon dissolution, resignation or removal of the Liquidator, a The successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original former Liquidator) shall. 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, within 30 days thereafter, and every reference herein to the Liquidator shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate receive as compensation for its services (i) if the assets Liquidator is the General Partner or an Affiliate of the Partnership General Partner, the compensation and apply and distribute reimbursements specified in Section 5.5, or (ii) if the proceeds Liquidator is not the General Partner or an Affiliate of the General Partner, a reasonable fee plus out-of-pocket costs or such liquidation in other compensation as the following order of priority, unless otherwise required by mandatory provisions of applicable law:General Partner may approve.
Appears in 1 contract
Samples: Bki Asset Management Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the Managing General Partner, or in the event the Managing General Partner has withdrawn from been removed or dissolved or become bankrupt (as defined in Section 14.1), the PartnershipAdvising General Partner, or in the event the Advising General Partner has been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest Interest, shall be the liquidator of the Partnership (the “"Liquidator”"). The Liquidator (if other than the a General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the a General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: New England Investment Companies L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the Managing General PartnerPartner or, or in the event the Managing General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1, or has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved selected by a Majority Interest the mutual agreement of the other Partners shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partners. The Liquidator shall agree not to resign at any time without 15 days’ 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 approved removal, given by a Majority Interestthe Limited Partners. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and obligations duties of the original Liquidator) shallshall within thirty (30) days thereafter be selected by the Limited 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, within 30 days thereafter, and every reference herein to the Liquidator will be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitations on sale set forth in Article XVIIthis Agreement) and to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out Liquidator, 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: ARAMARK FHC Kansas, Inc.
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest at least 66 2/3% of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestat least 66 2/3% of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a Majority Interestat least 66 2/3% of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by at least 66 2/3% of the Outstanding Units. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest majority of the Outstanding Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the Outstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the Outstanding Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the Outstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:of
Appears in 1 contract
Samples: Kinder Morgan Management LLC
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by at least a Majority Interest Unit Majority, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a Majority InterestUnit Majority. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by at least a Majority InterestUnit Majority. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by at least a Majority InterestUnit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Teppco Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to continued under Section 14.28.2, the General PartnerPartner or, or in the event if the General Partner has withdrawn from the Partnershipbeen dissolved, been removed or dissolved or become becomes bankrupt (as defined in Section 14.1)8.1, or withdraws from the Partnership, a liquidator or liquidating committee approved selected by a Majority Interest Interest, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, removal, or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved selected by a Majority Interest. 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 of this Agreement, and every reference herein to the Liquidator will be deemed to refer also to any successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVVIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Agreement (Young Touchstone Co)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership Partnership, which may be the General Partner (the “"Liquidator”"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interest. Upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary 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. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: New England Investment Companies L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartner shall act, or in cause one or more Persons to act, as the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestmajority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestmajority of the members of the Independent Committee. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator Xxxxxxxxxx (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by a Majority Interestmajority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVSection 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets proceed to dispose of the Partnership Assets, discharge its liabilities, and apply otherwise wind up its affairs in such manner and distribute over such period as the proceeds of such liquidation Liquidator determines to be in the following order best interest of prioritythe Partners, unless otherwise required by mandatory provisions of subject to applicable lawlaws and the following:
Appears in 1 contract
Samples: Agreement
Liquidation. (a) Upon dissolution of the Partnership, unless Partnership or the Partnership is reconstituted pursuant occurrence of any event referred to in Section 14.213.1(c), the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The , unless and until a successor Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services is appointed as may be approved by a Majority Interestprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) notice. The Liquidator may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a Majority Interest. Upon dissolution, resignation or removal ; provided that if the dissolution of the Partnership resulted from an event described in Section 13.1(a), the General Partner may not be removed as Liquidator. If the Liquidator resigns, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and obligations duties of the original former Liquidator) shall. 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, within 30 days thereafter, and every reference herein to the Liquidator shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate receive as compensation for its services (i) if the assets of Liquidator is the Partnership General Partner, the compensation and apply and distribute reimbursements specified in Section 5.5, or (ii) if the proceeds of Liquidator is not the General Partner, a reasonable fee plus out-of- pocket costs or such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:other compensation as a Majority Interest may approve.
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General PartnerPartnership Policy Committee or its designee, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1)if it fails to act, a liquidator or liquidating committee approved by a Majority Interest the Limited Partners, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General PartnerPartnership Policy Committee or its designee) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partners. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General PartnerPartnership Policy Committee or its designee) may be removed at any time, with or without cause, by notice of removal approved by a Majority Interestthe Limited Partners. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafter, thereafter be approved by the Limited Partners. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the Partnership Policy Committee and the General Partner Partners under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.4(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Administrative Services Agreement (Northern Border Partners Lp)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 14.2, the General Partner, or in the event the General Partner has withdrawn from been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership, been removed or dissolved or become bankrupt (as defined in Partnership is made pursuant to Section 14.113.1(b), a liquidator or liquidating committee approved selected by a Majority Interest of the Limited Partners, shall be the liquidator of the Partnership (the “"Liquidator”). ." The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a Majority InterestInterest of the Limited Partners. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestInterest of the Limited Partners. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, within 30 days thereafter, be approved selected by Majority Interest of the Limited Partners. The right to appoint a Majority Interestsuccessor 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 XIV13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary 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 required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall liquidate cause a proper accounting to be made by the assets Accountant of the Partnership Partnership's assets, liabilities, and apply and distribute operations through the proceeds last day of such the calendar month in which the dissolution occurs or the final liquidation in the following order of priorityis completed, unless otherwise required by mandatory provisions of applicable law:as applicable
Appears in 1 contract
Samples: Ensource Energy Income Fund LP
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.213.2, the General Partner, or in the event the General Partner has been dissolved or removed, has become bankrupt as set forth in Section 12.1 or has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by a Majority Interest the Limited Partners, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a Majority Interestthe Limited Partners. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a Majority Interestthe Limited Partners. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by the Limited Partners. The right to approve a Majority Interestsuccessor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIVXIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Samples: Terra Nitrogen Co L P /De
Liquidation. Upon dissolution of the PartnershipCompany, unless the Partnership is reconstituted pursuant to Section 14.2, the General PartnerRRI, or in the event the General Partner if RRI has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1)14.2, JHSC or a liquidator Person or liquidating committee approved selected by a Majority Interest JHSC, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General PartnerRRI) shall be entitled to receive such compensation for its services as may be approved by a Majority InterestJHSC. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a Majority InterestJHSC. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 days thereafterbe selected by JHSC. 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 shall be approved by a Majority Interestdeemed to refer also to any such successor or substitute Liquidator. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner RRI under the terms of this Agreement hereof (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate necessary or necessary desirable in the good faith judgment of the Liquidator to carry out the its 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-winding up and liquidation of the Partnership as provided for hereinCompany. The Liquidator shall liquidate the assets of the Partnership Company, and shall apply and distribute the proceeds of such liquidation in the following order of priorityliquidation, unless otherwise required by mandatory provisions of applicable law:, first, to the payment to creditors of the Company, including Members, in order of priority provided by law and then, following the allocation of Company income gain, loss and deduction as provided in Section 7.1, to the Members, in proportion to and to the extent of the positive balances in their respective Capital Accounts as adjusted to reflect the allocations provided in Section 7.1; provided that the Liquidator may place in escrow a reserve of cash or other assets of the Company for contingent liabilities in such amount determined by the Liquidator to be appropriate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cr Resorts Capital S De R L De C V)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the General Partner, or in the event the General Partner has been dissolved or removed, has become bankrupt as set forth in Section 12.1(a)(iii) or (iv) or has withdrawn 36 43 from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 14.1), a liquidator or liquidating committee approved by the Record Holders of at least a Majority Interest of the Outstanding Partnership Units, shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by Record Holders of at least a Majority Interestof the Outstanding Partnership Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by Record Holders of at least a Majority Interestof the Outstanding Partnership Units. Upon dissolution, removal or resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations duties of the original Liquidator) shall, shall within 30 thirty days thereafter, thereafter be approved by Record Holders of at least a Majority Interestof the Outstanding Partnership Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions limitation on sale set forth in Article XVIISection 6.3(b)) to the extent appropriate necessary or necessary 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. The Liquidator shall liquidate the assets of the Partnership Assets, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by any Certificate of Designation for the Preferred Units or mandatory provisions of applicable law:
Appears in 1 contract
