Dissolution and Final Liquidation. (a) Upon any dissolution of the Partnership, the Partnership shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor Representatives, or if for any reason there is no General Partner or Investor Representative, by another Person designated by a Majority Vote of the Partners. In winding up the Partnership and liquidating assets, HM, or other Person so designated for such purpose, may arrange, either by itself or through others, for the collection and disbursement to the Partners of any future receipts from the Hospital or other sums to which the Partnership may be entitled, or may sell the Partnership's interest in the Hospital and the Equipment to any person, including HM or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon any such dissolution and liquidation of the Partnership, the net assets, if any, of the Partnership available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership (other than the Partners or their Affiliates) and the expenses of liquidation; (ii) To the payment of all debts and liabilities (including interest) owed to the Partners or their Affiliates as creditors; and (iii) The balance according to the Partners' and Assignees' positive Capital Account balances after taking into account all other adjustments during the fiscal year in which liquidation occurs. (c) Except as otherwise provided in this Agreement, the Partners shall look solely to the assets, if any, of the Partnership for any return of their Capital Contributions. If the assets of the Partnership remaining after payment or discharge of the Partnership's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner shall have any right of recourse against HM and the Investor Representatives or other Partners or to charge HM and the Investor Representatives or other Partners for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas law. (d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation. (e) The Capital Accounts of the Partners and Assignees, as adjusted pursuant to Section 1.4, shall be utilized by the Partnership for the purpose of making distributions to those Partners and Assignees with positive balances in their respective capital accounts pursuant to Section 7.3(b). In making such distributions, HM or the person winding up the affairs of the Partnership shall distribute all funds available for distribution to the Partners and Assignees (after establishing any reserves that HM or the person winding up the affairs of the Partnership deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the Partnership, or (b) ninety (90) days after the occurrence of such event. HM in its sole discretion, or the person winding up the affairs of the Partnership, in his, her or its discretion, may elect to have the Partnership retain any installment obligations owed to the Partnership until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM or the person winding up the affairs of the Partnership to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Medcath Corp), Limited Partnership Agreement (Medcath Inc), Limited Partnership Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM SAHI and the Investor RepresentativesBoard or, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMSAHI and the Board, or other Person so designated for such purpose, may arrange, either by itself or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM SAHI or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditorsa creditor; and
(iii) The balance according to the PartnersMembers' and AssigneesEconomic Interest Owners' positive Capital Account balances Accounts after taking into account all other adjustments during the fiscal year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Manager, the Board or other Partners Members or to charge HM and the Investor Representatives Manager, the Board or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas North Carolina Act and/or Texas North Carolina law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners Members and AssigneesEconomic Interest Owners, as adjusted pursuant to Section 1.41.5, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners Members and Assignees Economic Interest Owners with positive balances in their respective capital accounts pursuant to Section 7.3(b). In making such distributions, HM SAHI, the Board or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM SAHI, the Board or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM in its sole discretionThe Board, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Board or the person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor Representatives, Board of Directors or if for any reason there is no General Partner or Investor Representative, by another Person designated by a Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Board of Directors, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM a Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Directors or other Partners Members or to charge HM and the Investor Representatives Board of Directors or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas New Mexico law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts pursuant to Section 7.3(b). In making such distributions, HM or the person winding up the affairs of the Partnership shall distribute all funds available for distribution to the Partners and Assignees (after establishing any reserves that HM or the person winding up the affairs of the Partnership deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the Partnership, or (b) ninety (90) days after the occurrence of such event. HM in its sole discretion, or the person winding up the affairs of the Partnership, in his, her or its discretion, may elect to have the Partnership retain any installment obligations owed to the Partnership until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM or the person winding up the affairs of the Partnership to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.balances
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManager or, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Majority Vote the Board of the PartnersDirectors. In winding up the Partnership Company and liquidating assets, HMthe Manager, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM any Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by the Members pursuant to Section 3.8.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee Fees, owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Directors or other Partners Members or to charge HM and the Investor Representatives Board of Directors or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas Delaware law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Board of Directors or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners and Assignees Members (after establishing any reserves that HM the Board of Directors or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (ai) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany occurs, or (bii) ninety (90) days after the occurrence of such event. HM The Board of Directors in its sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Board of Directors or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM MedCath and the Investor RepresentativesManager, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person person (including a corporation, firm, or entity) designated by a Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMMedCath, or other Person person so designated for such purpose, may arrange, either by itself or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may sell the PartnershipCompany's interest in the Hospital and the Equipment to any person, including HM MedCath or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their its Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditorsa creditor; and
(iii) The balance according to the PartnersMembers' and AssigneesEconomic Interest Owners' positive Capital Account balances Accounts after taking into account all other adjustments during the fiscal year in which liquidation occurs.;
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Managers or other Partners Members or to charge HM and the Investor Representatives Managers or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas North Carolina Act and/or Texas North Carolina law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners Members and AssigneesEconomic Interest Owners, as adjusted pursuant to Section 1.4, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners Members and Assignees Economic Interest Owners with positive balances in their respective capital accounts pursuant to Section 7.3(b). In making such distributions, HM MedCath or the person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM MedCath or the person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM MedCath in its sole discretion, or the person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM MedCath or the person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManagers, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Super-Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Managers, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM AHH Management or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Super-Majority Vote of the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Managers or other Partners Members or to charge HM and the Investor Representatives Managers or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas Arizona law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Managers or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM the Managers deem or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM The Managers in its their sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Managers or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
(f) Each Economic Interest Owner shall be entitled to the distributions to which its predecessor in interest would have been entitled pursuant to this Article VII had it retained the Economic Interest acquired by the Economic Interest Owner.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the Partnership, the Partnership shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesGeneral Partner, or if for any reason there is no General Partner or Investor RepresentativePartner, by another Person designated by a Majority Vote of the PartnersGeneral Partner. In winding up the Partnership and liquidating assets, HMthe General Partner, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners of any future receipts from the Hospital or other sums to which the Partnership may be entitled, or may and shall sell the Partnership's interest in the Hospital and the Equipment to any personPerson, including HM the General Partner or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by VHI and the Investor Limited Partner.
(b) Upon any such dissolution and liquidation of the Partnership, the net assets, if any, of the Partnership available for distribution, and including any cash proceeds from the liquidation of any such Partnership assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership (other than the Partners or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee Fees, owed to the Partners or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Partners with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the The Partners shall look solely to the assets, if any, of the Partnership for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership remaining after payment or discharge of the Partnership's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner shall have any right of recourse against HM the General Partner and the Investor Representatives General Partner or other Partners or to charge HM the General Partner and the Investor Representatives General Partner or other Partners for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesPartners, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership for the purpose of making distributions to those Partners and Assignees with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the General Partner or the person Person winding up the affairs of the Partnership shall distribute all funds available for distribution to the Partners and Assignees Economic Interest Owners (after establishing any reserves that HM the General Partner deem or the person Person winding up the affairs of the Partnership deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the Partnership, or (b) ninety (90) days after the occurrence of such event. HM The General Partner in its sole discretion, or the person Person winding up the affairs of the Partnership, in his, her or its discretion, may elect to have the Partnership retain any installment obligations owed to the Partnership until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the General Partner or the person Person winding up the affairs of the Partnership to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
(f) Each Economic Interest Owner shall be entitled to the distributions to which its predecessor in interest would have been entitled pursuant to this Article VII had it retained the Economic Interest acquired by the Economic Interest Owner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Medcath Corp), Limited Partnership Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManager or, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Majority Vote the Board of the PartnersDirectors. In winding up the Partnership Company and liquidating assets, HMthe Manager, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM any Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee Fees, owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Directors or other Partners Members or to charge HM and the Investor Representatives Board of Directors or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas North Carolina law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Board of Directors or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners and Assignees Members (after establishing any reserves that HM the Board of Directors or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b`(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany occurs, or (b) ninety (90) days after the occurrence of such event. HM The Board of Directors in its sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Board of Directors or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManagers, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Majority Supermajority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Managers, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM HHBF or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof; provided if the buyer is HHBF or any of its Affiliates, such fair market value shall, at the option of the Investor Manager, be determined by independent appraisal.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Managers or other Partners Members or to charge HM and the Investor Representatives Managers or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas North Carolina law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Managers or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM the Managers deem or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM The Managers in its their sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Managers or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
(f) Each Economic Interest Owner shall be entitled to the distributions to which its predecessor in interest would have been entitled pursuant to this Article VII had it retained the Economic Interest acquired by the Economic Interest Owner.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManager or, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Majority Vote the Board of the PartnersDirectors. In winding up the Partnership Company and liquidating assets, HMthe Manager, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM any Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee Fees, owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Directors or other Partners Members or to charge HM and the Investor Representatives Board of Directors or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas Delaware law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Board of Directors or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners and Assignees Members (after establishing any reserves that HM the Board of Directors or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (ai) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany occurs, or (bii) ninety (90) days after the occurrence of such event. HM The Board of Directors in its sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Board of Directors or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 2 contracts
Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the Partnership, the Partnership shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesGeneral Partner, or if for any reason there is no General Partner or Investor RepresentativePartner, by another Person designated by HPHI and a Majority Vote of the Investor Limited Partners. In winding up the Partnership and liquidating assets, HMthe General Partner, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners of any future receipts from the Hospital or other sums to which the Partnership may be entitled, or may and shall sell the Partnership's ’s interest in the Hospital and the Equipment to any personPerson, including HM the General Partner or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by HPHI and a Majority Vote of the Investor Limited Partners.
(b) Upon any such dissolution and liquidation of the Partnership, the net assets, if any, of the Partnership available for distribution, and including any cash proceeds from the liquidation of any such Partnership assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership (other than the Partners or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee Fees, owed to the Partners or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Partners with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as The Partners intend that the allocations provided under Article VI will produce final Capital Account balances for the Partners that permit liquidating distributions pursuant to Section 7.3(b)(iii) to be made in the order and priorities set forth in Section 6.1 (after taking into account all previous distributions made to the Partners pursuant to Section 6.1). If the allocations otherwise provided in this Agreementmade under Article VI would fail to produce such final Capital Account balances, the General Partner shall cause the allocations made under Article VI to be made in a manner that achieves the foregoing intent as close as possible.
(d) The Partners shall look solely to the assets, if any, of the Partnership for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership remaining after payment or discharge of the Partnership's ’s debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner shall have any right of recourse against HM and the Investor Representatives General Partner or other Partners or to charge HM and the Investor Representatives General Partner or other Partners for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas North Carolina law.
(de) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(ef) The Capital Accounts of the Partners and AssigneesPartners, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership for the purpose of making distributions to those Partners and Assignees with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the General Partner or the person Person winding up the affairs of the Partnership shall distribute all funds available for distribution to the Partners and Assignees Economic Interest Owners (after establishing any reserves that HM the General Partner deem or the person Person winding up the affairs of the Partnership deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (ai) the end of the taxable year in which the event occurs which caused the termination and dissolution of the Partnership, or (bii) ninety (90) days after the occurrence of such event. HM The General Partner in its sole discretion, or the person Person winding up the affairs of the Partnership, in his, her or its discretion, may elect to have the Partnership retain any installment obligations owed to the Partnership until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the General Partner or the person Person winding up the affairs of the Partnership to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
(g) Each Economic Interest Owner shall be entitled to the distributions to which its predecessor in interest would have been entitled pursuant to this Article VII had it retained the Economic Interest acquired by the Economic Interest Owner.
Appears in 1 contract
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManagers, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Super-Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Managers, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM AHH Management or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Super-Majority Vote of the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Managers or other Partners Members or to charge HM and the Investor Representatives Managers or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas Arizona law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Managers or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM the Managers deem or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of 42
(a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM The Managers in its their sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Managers or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
(f) Each Economic Interest Owner shall be entitled to the distributions to which its predecessor in interest would have been entitled pursuant to this Article VII had it retained the Economic Interest acquired by the Economic Interest Owner.
Appears in 1 contract
Samples: Operating Agreement (Medcath Inc)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManagers, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Majority Supermajority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Managers, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM DTO Management or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Supermajority Vote of the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Managers or other Partners Members or to charge HM and the Investor Representatives Managers or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas North Carolina law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Managers or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM the Managers deem or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM The Managers in its their sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Managers or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
(f) Each Economic Interest Owner shall be entitled to the distributions to which its predecessor in interest would have been entitled pursuant to this Article VII had it retained the Economic Interest acquired by the Economic Interest Owner.
Appears in 1 contract
Samples: Operating Agreement (Medcath Inc)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesMedCath or, or if for any reason there is no General Partner or Investor RepresentativeMedCath, by another Person designated by a Majority Vote the Board of the PartnersDirectors. In winding up the Partnership Company and liquidating assets, HMMedCath, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital operation and management of the Cath Labs and the Facility or other sums to which the Partnership Company may be entitled, or may and shall sell the Partnership's interest in the Hospital and the Equipment Company’s assets to any personPerson, including HM any Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof., as such fair market value is approved by the Members pursuant to Section 3.8;
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee and Financing Fees, owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the Partnership's Company’s debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Directors or other Partners Members or to charge HM and the Investor Representatives Board of Directors or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas North Carolina law.;
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.;
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Board of Directors or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners and Assignees Members (after establishing any reserves that HM the Board of Directors or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (ai) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany occurs, or (bii) ninety (90) days after the occurrence of such event. HM The Board of Directors in its sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Board of Directors or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM SAHI and the Investor RepresentativesManager, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person person (including a corporation, firm, or entity) designated by a Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMSAHI, or other Person person so designated for such purpose, may arrange, either by itself or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital Laboratory or other sums to which the Partnership Company may be entitled, or may sell the PartnershipCompany's interest in the Hospital Laboratory and the Equipment to any person, including HM SAHI or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their its Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditorsa creditor; and
(iii) The balance according to the PartnersMembers' and AssigneesEconomic Interest Owners' positive Capital Account balances Accounts after taking into account all other adjustments during the fiscal year in which liquidation occurs.;
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Managers or other Partners Members or to charge HM and the Investor Representatives Managers or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas North Carolina Act and/or Texas North Carolina law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners Members and AssigneesEconomic Interest Owners, as adjusted pursuant to Section 1.4, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners Members and Assignees Economic Interest Owners with positive balances in their respective capital accounts pursuant to Section 7.3(b). In making such distributions, HM SAHI or the person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM SAHI or the person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM SAHI in its sole discretion, or the person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM SAHI or the person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
Appears in 1 contract
Samples: Operating Agreement (Medcath Inc)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor Representatives, Board of Directors or if for any reason there is no General Partner or Investor Representative, by another Person designated by a Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Board of Directors, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM a Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Directors or other Partners Members or to charge HM and the Investor Representatives Board of Directors or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas New Mexico law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b6.3(b). In making such distributions, HM the Board of Directors or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners and Assignees Members (after establishing any reserves that HM the Board of Directors deem or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b6.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM The Board of Directors in its their sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Board of Directors or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b6.3(b) as modified by this Section.
Appears in 1 contract
Samples: Operating Agreement (Medcath Inc)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor Representatives, Board of Directors or if for any reason there is no General Partner or Investor Representative, by another Person designated by a Majority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Board of Directors, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM a Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee Fees, owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Directors or other Partners Members or to charge HM and the Investor Representatives Board of Directors or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas New Mexico law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b6.3(b). In making such distributions, HM the Board of Directors or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners and Assignees Members (after establishing any reserves that HM the Board of Directors deem or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b6.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM The Board of Directors in its their sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Board of Directors or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b6.3(b) as modified by this Section.
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
Dissolution and Final Liquidation. (a) Upon any dissolution of the PartnershipCompany, the Partnership Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor RepresentativesManagers, or if for any reason there is no General Partner or Investor RepresentativeManager, by another Person designated by a Majority Supermajority Vote of the PartnersMembers. In winding up the Partnership Company and liquidating assets, HMthe Managers, or other Person so designated for such purpose, may arrange, either by itself directly or through others, for the collection and disbursement to the Partners Members of any future receipts from the Hospital or other sums to which the Partnership Company may be entitled, or may and shall sell the PartnershipCompany's interest in the Hospital and the Equipment to any personPerson, including HM DTO Management or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by a Supermajority Vote of the Members.
(b) Upon any such dissolution and liquidation of the PartnershipCompany, the net assets, if any, of the Partnership Company available for distribution, and including any cash proceeds from the liquidation of any such Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership Company (other than the Partners Members or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) ), and further including without limitation any accrued but unpaid Guarantee Fees, owed to the Partners Members or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' Members with positive Capital Account balances after taking into account all other adjustments during the fiscal year Fiscal Year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners The Members shall look solely to the assets, if any, of the Partnership Company for any return of their Capital Contributions. If Contributions and, if the assets of the Partnership Company remaining after payment or discharge of the PartnershipCompany's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner Member shall have any right of recourse against HM and the Investor Representatives Managers or other Partners Members or to charge HM and the Investor Representatives Managers or other Partners Members for any amounts except as provided herein and except to the extent otherwise provided by the Texas Act and/or Texas North Carolina law.
(d) Upon such dissolution, reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
(e) The Capital Accounts of the Partners and AssigneesMembers, as adjusted pursuant to Section 1.4adjusted, shall be utilized by the Partnership Company for the purpose of making distributions to those Partners and Assignees Members with positive balances in their respective capital accounts Capital Accounts pursuant to Section 7.3(b). In making such distributions, HM the Managers or the person Person winding up the affairs of the Partnership Company shall distribute all funds available for distribution to the Partners Members and Assignees Economic Interest Owners (after establishing any reserves that HM the Managers deem or the person Person winding up the affairs of the Partnership Company deems reasonably necessary pursuant to Section 7.3(b)) prior to the later of (a) the end of the taxable year in which the event occurs which caused the termination and dissolution of the PartnershipCompany, or (b) ninety (90) days after the occurrence of such event. HM The Managers in its their sole discretion, or the person Person winding up the affairs of the PartnershipCompany, in his, her or its discretion, may elect to have the Partnership Company retain any installment obligations owed to the Partnership Company until collected in full so long as any portion of the reserves which are later determined to be unnecessary, and all collections on such installment obligations which are not deemed to be reasonably necessary by HM the Managers or the person Person winding up the affairs of the Partnership Company to add to such reserves are distributed as soon as practicable in accordance with the provisions of Section 7.3(b) as modified by this Section.
(f) Each Economic Interest Owner shall be entitled to the distributions to which its predecessor in interest would have been entitled pursuant to this Article VII had it retained the Economic Interest acquired by the Economic Interest Owner.
Appears in 1 contract
Samples: Operating Agreement (Medcath Corp)
