Dissolution and Liquidation of Partnership. (a) Upon dissolution of the Partnership in accordance with the Act, the General Partner shall liquidate the business and administrative affairs of the Partnership, except that, if the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and upon such election such liquidator shall liquidate the Partnership. FC Profit and FC Loss, Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section
Dissolution and Liquidation of Partnership. (a) The General Partner, except, where the General Partner is unable to perform this function, a liquidator elected by a majority in interest (determined by Points) of Limited Partners, shall commence the winding-up of the Partnership pursuant to the Delaware Act upon the occurrence of any Winding-Up Event. The General Partner or appointed liquidator shall terminate the business and administrative affairs of the Partnership and commence the liquidation of the Partnership’s assets.
(b) Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from liquidation shall be distributed in the following manner:
(i) first, the debts, liabilities and obligations of the Partnership, including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Partnership’s assets to the Partners has been completed, shall be satisfied (whether by payment or by making reasonable provision for payment thereof); and
(ii) thereafter, the Partners shall be paid amounts in accordance with Article 4.
(c) Anything in this Section 8.1 to the contrary notwithstanding, the General Partner or liquidator may distribute ratably in kind rather than in cash, upon the winding-up of the Partnership, any assets of the Partnership in accordance with the priorities set forth in Section 8.1(b); provided that if any in kind distribution is to be made, the assets distributed in kind shall be valued as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 8.1(b).
(d) Upon completion of the winding-up of the Partnership in accordance with the terms hereof, the Partnership shall be dissolved by the filing of a certificate of cancellation of certificate of limited partnership of the Partnership with the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.
Dissolution and Liquidation of Partnership. 42 14.1 Dissolution of the Partnership . . . . . . . . . . . . . . . . . . 43 14.2
Dissolution and Liquidation of Partnership. 45 14.1 Dissolution of the Partnership................................ 45 14.2
Dissolution and Liquidation of Partnership. The General Partner, except where, the General Partner is unable to perform this function, a liquidator elected by a majority in interest (determined by Points) of Limited Partners, shall commence the winding-up of the Partnership pursuant to the Partnership Law upon the occurrence of any Winding-Up Event. The General Partner or appointed liquidator shall terminate the business and administrative affairs of the Partnership and commence the liquidation of the Partnership’s assets.
Dissolution and Liquidation of Partnership. (a) The Partnership shall be dissolved upon the first to occur of the following:
(i) upon the consent of the General Partner to dissolve the Partnership;
(ii) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act;
(iii) any event that results in the General Partner ceasing to be a general partner of the Partnership under the Act, provided, that the Partnership shall not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, a majority of the Limited Partners agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership; and
(iv) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act.
(b) Upon dissolution of the Partnership in accordance with Section 8.1(a), the General Partner shall wind up the business and administrative affairs of the Partnership, except that, if the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and upon such election such liquidator shall wind up the Partnership. Capital Profit and Capital Loss, Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from winding up the Partnership shall be distributed in the following manner:
(i) first, to creditors of the Partnership, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of the debts, liabilities and obligations of the Partnership including the expenses of liquidation (whether by payment or by making reasonable provision for payment thereof); and
(ii) thereafter, the Partners shall be paid amounts pro rata in accordance with and up to the positive balances of their respective Capital Accounts, as adjusted pursuant to Article 3.
(c) Anything in this Section 8.1 to the contrary notwithstanding, the General Partner or liquidator may (i) distribute ratably in kind rather than in cash, upon dissolution, any as...
Dissolution and Liquidation of Partnership. 57 SECTION 9.1 Events Causing Dissolution................................ 57 SECTION 9.2 Continuation of Business of Partnership After Dissolution......................................... 58 SECTION 9.3 Liquidation............................................... 59 SECTION 9.4 Cancellation of Certificate of Limited Partnership............................................... 60 SECTION 9.5 Reasonable Time for Winding Up............................ 60 SECTION 9.6 Return of Capital......................................... 60 SECTION 9.7 No Capital Account Restoration............................ 61 ARTICLE TEN BOOKS AND RECORDS, ACCOUNTING, REPORTS, TAX ELECTIONS....................... 61
Dissolution and Liquidation of Partnership. Upon dissolution of the Partnership in accordance with the Delaware Act, the General Partner shall liquidate the business and administrative affairs of the Partnership, except that, if the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and upon such election such liquidator shall liquidate the Partnership.
Dissolution and Liquidation of Partnership. Upon commencement of the winding up of the Partnership pursuant to section 2.4 of this Agreement (if applicable), the General Partner shall liquidate the business and administrative affairs of the Partnership pursuant to section 15(1) of the Act (as applicable), except that, if the General Partner is unable to perform this function, a liquidator may be elected by a majority in interest (determined by Points) of Limited Partners and upon such election such liquidator shall liquidate the Partnership pursuant to this Agreement and the Act and section 15(2) of the Act shall not apply to this Agreement. FC Profit and FC Loss, Operating Profit and Operating Loss during the Fiscal Years that include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from liquidation shall be distributed in the following manner:
Dissolution and Liquidation of Partnership
