Dissolution and Winding Up of the Partnership. On dissolution of the Partnership, the General Partners or if there is no General Partner, one or more persons approved by Limited Partners holding a majority in interest of the Capital Accounts of the Limited Partners) shall wind up the Partnership's affairs and shall distribute the Partnership's assets in the following manner and order:
(a) in satisfaction of the claims of all creditors of the Partnership, other than the General Partners;
(b) in satisfaction of the claims of the General Partners as creditors of the Partnership; and
(c) any balance to the Partners in the relative proportions that their respective Capital Accounts bear to each other, those Capital Accounts to be determined as if the Fiscal Year ended on the date of the dissolution.
Dissolution and Winding Up of the Partnership. 63 Section 8.1 Events Causing Dissolution..........................63 Section 8.2 Liquidation.........................................64
Dissolution and Winding Up of the Partnership. 18 10.1 Dissolution of the Partnership 18 10.2 Winding Up of the Partnership 18 10.3 Distribution In Kind 19
Dissolution and Winding Up of the Partnership. On dissolution of the Partnership caused by an event described in Section 5(a)(iii)(J) or (K) including the death of Lawrence Seidman, as controlling shareholder of the General Partner, xx x xxxxxxxxxxion by a court of competent jurisdiction that Mr. Seidman is incompetent to manage his person or property, the Genxxxx Xxxxxxr designates Mr. Richard Whitman of 100 Wall Street, New York, NY 10005 to act as xxxxxxxxxx xx the Partxxxxxxx xx xxxx xx xxx Xxxxxxxxxxx's affairs, including the liquidation, in a commercially reasonable manner, of all securities and other assets held by the Partnership, and, in consultation with Mr. Neal Axelrod of 3 Marigold Court, Edison, NJ 08820, to distributx xxx Xxxxxxxxxxp's xxxxxx xx xxx xxxxxxxxx xxxxxx xxx order:
(a) in satisfaction of the claims of all creditors of the Partnership, other than the General Partner;
(b) in satisfaction of the claims of the General Partner as a creditor of the Partnership; and
(c) any balance to the Partners in the relative proportions that their respective Capital Accounts bear to each other, those Capital Accounts to be determined as if the Fiscal Year ended on the date of the dissolution. The foregoing appointment may be revoked, or a successor or additional liquidator appointed, at any time by an instrument in writing signed by the General Partner. In the event that Mr. Whitman shall be unable or unwilling to serve as liquidator of txx Xxxxxxxxhip, or in the event of the dissolution of the Partnership caused by any other event, Limited Partners holding a majority in interest of the Capital Accounts of the Limited Partners shall appoint one or more persons to act as liquidators of the Partnership to perform the services described above. Any liquidator appointed hereunder may receive such compensation as shall be fixed, from time to time, by the General Partner.
Dissolution and Winding Up of the Partnership. 9.1 Dissolution 18
9.2 Winding Up 18
9.3 Final Distribution 18
9.4 Time for Liquidation, etc. 19
9.5 Termination 19 ARTICLE X MISCELLANEOUS
10.1 Amendments 19 10.2 Notices 19 10.3 Counterparts 20
Dissolution and Winding Up of the Partnership. 7.01 Events Causing Dissolution of the Partnership
Dissolution and Winding Up of the Partnership. 9.1 Dissolution 20 9.2 Winding Up 20
Dissolution and Winding Up of the Partnership. Dissolution 20
Dissolution and Winding Up of the Partnership. Section 10.1 Events of Dissolution 34 Section 10.2 Continuation of the Business of the Partnership After Certain Events of Dissolution 35 Section 10.3 Effect of Dissolution 35 Section 10.4 Sale of Assets by Liquidator 35
Dissolution and Winding Up of the Partnership.
14.1 A dissolution event shall be deemed to occur and the Liquidator shall commence the winding-up of the Partnership upon the occurrence of one or more of the following events:
14.1.1 the end of the Term;
14.1.2 upon the Removal Date, in the event that the General Partner is removed as the general partner of the Partnership pursuant to clause 12.5.1 and no Replacement General Partner is appointed on or before the Removal Date;
14.1.3 the date on which any statutory or regulatory order requires the winding-up and dissolution of the Partnership.
14.2 Upon the occurrence of any event referred to in clause 14.1 above, no further business shall be conducted except for such action as shall be necessary for the orderly winding-up of the affairs of the Partnership, the protection and realisation of the Partnership Assets and the distribution of the Partnership Assets amongst the Partners.
14.3 The Liquidator shall Dispose of any remaining Investments, liquidate the Partnership and distribute Liquidating Shares to the Partners pursuant to clause 15 as soon as reasonably practicable after its appointment, where after the Partnership will terminate and dissolve. The Liquidator shall have all powers and authority of a general partner of the Partnership in dealing with and Disposing of the Partnership Assets, with a view to realizing their respective fair market values at the time, without discount. The Partners acknowledge that in order to realize such fair market values of the Partnership Assets, it may be necessary or advisable for the Liquidator to hold some or all of such Partnership Assets over an extended period. The Partners further acknowledge that the Partnership may not be wound-up while any contingent liabilities of the Partnership are outstanding. The Liquidator shall use all reasonable efforts to Dispose of the Partnership Assets so that the Liquidating Shares may be distributed in cash.
14.4 Upon the winding-up and dissolution of the Partnership, an accounting shall be made of the Partnership's assets, liabilities and operations from the date of the last previous accounting to the date of such dissolution. Such accounting shall be prepared by or under the direction of the Liquidator and a reasonable reserve for the expenses of winding-up and dissolution of the Partnership and contingent liabilities shall be established.