2Liquidation and Termination Sample Clauses

2Liquidation and Termination. On the dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more representatives, Partners or other Persons as liquidator(s), and any such liquidator shall constitute a “liquidating trustee” within the meaning of the Delaware Act. The liquidator(s) shall proceed diligently to wind up the affairs of the Partnership and make final Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final Distribution, the liquidator(s) shall continue to operate the Partnership’s properties with all of the power and authority of the General Partner with respect to the asset(s) it is liquidating. The steps to be accomplished by the liquidator(s) are as follows: (a) The liquidator(s) shall pay, satisfy or discharge from the Partnership’s funds and assets all of the debts, liabilities and obligations of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent, conditional or unmatured contractual liabilities in such amount and for such term as the liquidator(s) may reasonably determine in accordance with the Delaware Act). (b) As promptly as practicable after dissolution, the liquidator(s) shall (i) determine the Fair Market Value (the “ Liquidation FMV”) of the Partnership’s remaining assets (the “Liquidation Assets”) in accordance with Article XIII, (ii) sell the remaining properties and other assets of the Partnership for cash as promptly as is practical while using reasonable best efforts to obtain the best price therefore; provided, however, with the consent of the Investor Representative, the liquidator may retain properties for Distribution in kind, and (iii) deliver to each Partner a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and each Partner’s Capital Account balance (determined in accordance with this Section 12.2(b)), which Liquidation Statement shall be final and binding on all Partners unless (i) a Partner or Partners holding at least twenty five percent (25%) of all outstanding Units or (ii) the Investor Representative, in each case, delivers a written objection setting forth the grounds for such objection in reasonable detail within thirty (30) days after the delivery of the Liquidation Statement to the liquidators and each Partner that such Liquidation Statement was not prepar...

2Liquidation and Termination. On dissolution of the Company, a majority of the Board may appoint one or more other Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company and liquidate the Company’s assets and make final distributions as provided herein. The costs of liquidation will be borne as a Company’s expense. Until final distribution, the liquidator will continue to operate the Company properties with all of the power and authority of the Members. Subject to Section 18-804 of the Delaware Act, the steps to be accomplished by the liquidator are as follows: