Application of Partnership Assets Sample Clauses

Application of Partnership Assets. In connection with the winding-up and liquidation of the Partnership, the Partnership’s assets (including proceeds from the sale or other disposition of any assets during the period of winding-up and liquidation) shall be applied and distributed as follows: (i) First, to repay any indebtedness of the Partnership, whether to third parties or the Partners, in the order of priority required by law, and to any reserves which the Liquidating Partner reasonably deems necessary for contingent, conditional or unmatured liabilities or obligations of the Partnership (which reserves when they become unnecessary shall be distributed in accordance with the provisions of Section 8.3(d)(ii)). (ii) Next, to the Partners in satisfaction of liabilities, if any, for distributions declared but not paid; and (iii) Finally, to the Partners in accordance with Section 5.1.
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Application of Partnership Assets. In connection with the winding-up and liquidation of the Partnership, the Partnership’s assets (including proceeds from the sale or other disposition of any assets during the period of winding-up and liquidation) shall be applied and distributed as follows:
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Application of Partnership Assets. In winding up the affairs of the Partnership, the assets of the Partnership, in cash or in kind, shall be applied in the following order of priority: (a) In payment of all liabilities of the Partnership to creditors other than the Partners, and, thereafter, in payment of all liabilities of the Partnership to Partners including, in each case, those incurred in liquidation. If any liability is contingent or uncertain in amount, a reserve shall be established in such amount as the General Partner deems reasonably necessary. Upon the satisfaction or other discharge of such contingency, the amount of the reserve not required, if any, shall be distributed in accordance with the remainder of this Section 7.6; (b) To the Partners as set forth in Section 6.4; and (c) Upon any distribution in liquidation of the Partnership, following the distribution of assets as provided in Section 6.4 of this Agreement, if any of the Partners has a negative Capital Account, and the Partnership has indebtedness or other liabilities with respect to which such Partner is personally liable ("Recourse Debt"), then the Partner or Partners having such a negative Capital Account shall within 90 days following the liquidation of the Partnership make a cash Capital Contribution to the Partnership to the extent of and in proportion to the amounts, if any, by which the respective Partners' Capital Accounts are less than zero, provided that (i) the aggregate of such Capital Contributions shall in no event exceed the amount of Recourse Debt, (ii) no Partner shall be required to contribute more than his proportionate share of the amount of any Recourse Debt as to which any of the Partners is personally liable, and (iii) no Partner shall be required to make Capital Contributions with respect to any Recourse Debt as to which such Partner is not personally liable. Such Capital Contributions shall be applied by the Partnership to the payment of the Partnership's Recourse Debt.
Sample 1

Related to Application of Partnership Assets

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership. (b) The Partnership is formed for the object and purpose of (and the nature of the business to be conducted by the Partnership is) engaging in any lawful activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing.

  • Continuation of Partnership The Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

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