Application and Distribution of Proceeds of Liquidation and Remaining Assets Sample Clauses

Application and Distribution of Proceeds of Liquidation and Remaining Assets. The General Partner (or the liquidator or other representative referred to in Section 11.2(a)) shall apply the proceeds of the liquidation referred to in Section 11.2(a) and any remaining Fund assets, and shall distribute any such proceeds and assets, as follows and in the following order of priority: (i) First, to (A) creditors in satisfaction of the debts and liabilities of the Fund, to the extent permitted by applicable law, whether by payment thereof or the making of reasonable provision for payment thereof (other than any loans or advances that may have been made by any of the Partners to the Fund), and (B) the expenses of liquidation, whether by payment thereof or the making of reasonable provision for payment thereof, and (C) the establishment of any reasonable reserves (which may be funded by a liquidating trust) to be established by the General Partner (or liquidator or other representative) in amounts determined by it to be necessary for the payment of the Fund’s expenses, liabilities and other obligations (whether fixed or contingent); (ii) Second, to the Partners, if any, that made loans or advances to the Fund in satisfaction of such loans and advances, whether by payment thereof or the making of reasonable provision for payment thereof; and (iii) Third, to the Partners in accordance with positive Capital Accounts, provided that liquidating distributions will be made in the same manner as distributions under Section 6.3 if such distributions would result in the Partners receiving a different amount than would have been received pursuant to a liquidating distribution in accordance with positive Capital Accounts. If the General Partner has received a prior written notice that a distribution of assets to be made pursuant to clause (iii) of the preceding sentence of this Section 11.2(b) would cause a Material Adverse Effect on any Limited Partner, the General Partner shall distribute such assets to a third Person designated in such notice by the requesting Limited Partner.