Common use of DISSOLUTION AND WINDING-UP OF PARTNERSHIP Clause in Contracts

DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur: A. The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; B. The expiration of the term of the Partnership; C. The sale, transfer, or other disposition of all of the assets of the Partnership; or D. Any other event which must, by law, cause a dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: A. Cause the cancellation of the Certificate of Limited Partnership; B. Take full account of the Partnership’s assets and liabilities; C. Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and D. Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order: 1. First, to the payment and discharge of all of the Partnership’s debts and liabilities to persons or entities other than Partners and the expenses of liquidation; 2. Second, to the payment and discharge of any loans and advances made by former Partners who withdrew or were removed prior to the occurrence of the event specified in Section 12.1 of this Agreement; 3. Third, to the payment and discharge of any loans and advances made by Partners to the Partnership; 4. Fourth, to the payment of the Partners’ income accounts (exclusive of any income attributable to the sale of the Property), in the following order: (a) to the Limited Partner pursuant to Section 6.1(A); and (b) to the Partners pursuant to Section 6.1(B). 5. Fifth, to the payment of the capital accounts of the Partners, in the following order: (a) to the Limited Partner to the extent of the balances in its capital account; and (b) the balance, if any, to be divided amongst the Partners based upon each Partner’s proportionate share of interest in the Partnership. 12.3 Notwithstanding the provisions of Section 12.2, if, on winding-up of the Partnership, the Liquidator shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners, the Liquidator may, in order to avoid such losses, either: A. Defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy debts and liabilities of the Partnership (other than those to Partners); or B. Distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions, undivided interests in any Partnership assets, and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Partnership (other than those to Partners).

DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur: A. The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; , the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; B. The expiration of the term of the Partnership; C. The sale, transfer, or other disposition of all of the assets of the Partnership; or D. Any other event which must, by law, cause a dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: A. Cause the cancellation of the Certificate of Limited Partnership; B. Take full account of the Partnership’s assets and liabilities; C. Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and D. Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order: 1. First, to the payment and discharge of all of the Partnership’s debts and liabilities to persons or entities other than Partners and the expenses of liquidation; 2. Second, to the payment and discharge of any loans and advances made by former Partners who withdrew or were removed prior to the occurrence of the event specified in Section 12.1 of this Agreement; 3. Third, to the payment and discharge of any loans and advances made by Partners to the Partnership; 4. Fourth, to the payment of the Partners’ income accounts (exclusive of any income attributable to the sale of the Property), in the following order: (a) to the Limited Partner pursuant to Section 6.1(A); and (b) to the Partners pursuant to Section 6.1(B). 5. Fifth, to the payment of the capital accounts of the Partners, in the following order: (a) to the Limited Partner to the extent of the balances in its capital account; and (b) the balance, if any, to be divided amongst the Partners based upon each Partner’s proportionate share of interest in the Partnership. 12.3 Notwithstanding the provisions of Section 12.2, if, on winding-up of the Partnership, the Liquidator shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners, the Liquidator may, in order to avoid such losses, either: A. Defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy debts and liabilities of the Partnership (other than those to Partners); or B. Distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions, undivided interests in any Partnership assets, and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Partnership (other than those to Partners).

DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur: A. The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; B. The expiration of the term of the Partnership; C. The sale, transfer, or other disposition of all of the assets of the Partnership; or D. Any other event which must, by law, cause a dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: A. Cause the cancellation of the Certificate of Limited Partnership; B. Take full account of the Partnership’s assets and liabilities; C. Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and D. Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order: 1. First, to the payment and discharge of all of the Partnership’s debts and liabilities to persons or entities other than Partners and the expenses of liquidation; 2. Second, to the payment and discharge of any loans and advances made by former Partners who withdrew or were removed prior to the occurrence of the event specified in Section 12.1 of this Agreement; 3. Third, to the payment and discharge of any loans and advances made by Partners to the Partnership; 4. Fourth, to the payment of the Partners’ income accounts (exclusive of any income attributable to the sale of the Property), in the following order: (a) to the Limited Partner pursuant to Section 6.1(A); and (b) to the Partners pursuant to Section 6.1(B). 5. Fifth, to the payment of the capital accounts of the Partners, Partners in the following order: (a) to the Limited Partner to the extent of the balances in its capital account; and (b) the balance, if any, to be divided amongst the Partners based upon each Partner’s proportionate share of interest in the Partnership. 12.3 Notwithstanding the provisions of Section 12.2, if, on winding-up of the Partnership, the Liquidator shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners, the Liquidator may, in order to avoid such losses, either: A. Defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy debts and liabilities of the Partnership (other than those to Partners); or B. Distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions, undivided interests in any Partnership assets, and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Partnership (other than those to Partners).

DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur: A. The resignation, withdrawal or removal of or the General Partner or of the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; B. The expiration of the term of the Partnership; C. The sale, transfer, or other disposition of all of the assets of the Partnership; or D. Any other event which must, by law, cause a dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall:; A. Cause the cancellation of the Certificate of Limited Partnership; B. Take full account of the Partnership’s assets and liabilities; C. Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and D. Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order: 1. First, to the payment and discharge of all of the Partnership’s debts and liabilities to persons or entities other than Partners and the expenses of liquidation; 2. Second, to the payment and discharge of any loans and advances made by former Partners who withdrew or were removed prior to the occurrence of the event specified in Section 12.1 of this Agreement; 3. Third, to the payment and discharge of any loans and advances made by Partners to the Partnership; 4. Fourth, to the payment of the Partners’ income accounts (exclusive of any income attributable to the sale of the Property), in the following order: (a) to the Limited Partner pursuant to Section 6.1(A); and (b) to the Partners pursuant to Section 6.1(B). 5. Fifth, to the payment of the capital accounts of the Partners, in the following order: (a) to the Limited Partner to the extent of the balances in its capital account; and (b) the balance, if any, to be divided amongst the Partners based upon each Partner’s proportionate share of interest in the Partnership. 12.3 Notwithstanding the provisions of Section 12.2, if, on winding-up of the Partnership, the Liquidator shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners, the Liquidator may, in order to avoid such losses, either: A. Defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy debts and liabilities of the Partnership (other than those to Partners); or B. Distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions, undivided interests in any Partnership assets, and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Partnership (other than those to Partners).

DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur: A. The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; B. The expiration of the term of the Partnership; C. The sale, transfer, or other disposition of all of the assets of the Partnership; or D. Any other event which must, by law, cause a dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: A. Cause the cancellation of the Certificate of Limited Partnership; B. Take full account of the Partnership’s assets and liabilities; C. Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and D. Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order: 1. First, to the payment and discharge of all of the Partnership’s debts and liabilities to persons or entities other than Partners and the expenses of liquidation; 2. Second, to the payment and discharge of any loans and advances made by former Partners who withdrew or were removed prior to the occurrence of the event specified in Section 12.1 of this Agreement; 3. Third, to the payment and discharge of any loans and advances made by Partners to the Partnership; 4. Fourth, to the payment of the Partners’ income accounts (exclusive of any income attributable to the sale of the Property), in the following order: (a) to the Limited Partner pursuant to Section 6.1(A6.1 (A); and (b) to the Partners pursuant to Section 6.1(B). 5. Fifth, to the payment of the capital accounts of the Partners, in the following order: (a) to the Limited Partner to the extent of the balances in its capital account; and (b) the balance, if any, to be divided amongst the Partners based upon each Partner’s proportionate share of interest in the Partnership. 12.3 Notwithstanding the provisions of Section 12.2, if, on winding-up of the Partnership, the Liquidator shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners, the Liquidator may, in order to avoid such losses, either: A. Defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy debts and liabilities of the Partnership (other than those to Partners); or B. Distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions, undivided interests in any Partnership assets, and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Partnership (other than those to Partners).