Common use of Appointment of Liquidating Partner Clause in Contracts

Appointment of Liquidating Partner. A. Upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 10.01. hereof, the Managing General Partner (provided it then is a General Partner hereof and is not in breach or default of any of its obligations under this Agreement) shall act as Liquidating Partner on the terms hereinafter set forth; or if it no longer is a General Partner hereof or is in breach or default of any of its obligations under this Agreement, then Administrative General Partner (or its successors or assigns) shall select a Partner (the "Liquidating Partner") to wind up the affairs of the Partnership and distribute its assets. Another Partner shall be selected (in the same manner and for the same purpose) to succeed the Partner originally selected or any subsequently selected successor whenever the Partner originally selected or any such subsequently selected successor, as the case may be, fails for any reason to carry out such purpose. The Partner so selected and acting hereunder from time to time may be any General Partner or any other individual, corporation, or general or limited partnership, shall be compensated for his or its services hereunder (as and to the extent authorized by Administrative General Partner, but no compensation shall be payable if the Liquidating Partner is a Partner or is affiliated, directly or indirectly, with a Partner), and shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in the manner hereinafter provided. B. No Partner (other than the Managing General Partner) shall be required to accept appointment as Liquidating Partner. If no Partner is willing to accept such appointment, the General Partners shall select a third person to act in that capacity, and the person so selected shall for all purposes of this Agreement have the rights, powers and obligations of Liquidating Partner.

Appointment of Liquidating Partner. A. Upon the dissolution of the Partnership, if the Partnership's ’s business is not continued pursuant to Section 10.01. 8.1 hereof, the Managing General Partner (provided it then is a General Partner hereof and is not in breach or default of any of its obligations under this Agreementgeneral partner hereof) shall act as Liquidating Partner on the terms hereinafter set forth; or if it no longer is a General Partner hereof or is in breach or default of any of its obligations under this Agreementgeneral partner hereof, then Administrative General Partner the Limited Partners (or its their legal representatives, successors or assigns) shall select a Partner (the "“Liquidating Partner"”) to wind up the affairs of the Partnership and to distribute its assets. Another Partner shall be selected (in the same manner and for the same purpose) to succeed the Partner originally selected or any subsequently selected successor whenever the Partner originally selected or any such subsequently selected successor, as the case may be, fails for any reason to carry out such purpose. The Partner so selected and acting hereunder from time to time may be any the General Partner or any other individual, corporation, or general or limited partnershippartnership which is a Partner, or if no Partner is willing to serve, an entity appointed by the Partners pursuant to Subsection B, below, shall be compensated for his or its services hereunder (as and to the extent authorized by Administrative General Partnerthe Partner or other entity acting as general partner at the time the Liquidating Partner is selected, but no compensation shall be payable if the Liquidating Partner is a Partner or is affiliated, directly or indirectly, with a PartnerPartner except for the Management Fees otherwise specifically provided in Section 4.2B. hereof), and shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in the manner hereinafter provided. B. No Partner (other than the Managing General Partner) shall be required to accept appointment as Liquidating Partner. If no Partner is willing to accept such appointment, the General Limited Partners shall select a third person to act in that capacity, and the person so selected shall for all purposes of this Agreement have the rights, powers and obligations of Liquidating Partner.