Common use of DISTRIBUTION AFTER DISSOLUTION Clause in Contracts

DISTRIBUTION AFTER DISSOLUTION. Upon dissolution, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of creditors and Partners. In so doing, a full accounting of the assets and liabilities of the Partnership shall be taken and the Partnership assets shall be distributed as promptly as possible as hereinafter provided: (a) to the payment (or the making of reasonable provision for the payment) of such debts and liabilities of the Partnership (or Reserves therefor), including any necessary expenses of liquidation, except any debts, liabilities and loans that may be due to the Partners, in the order of priority provided by law; (b) to the payment (or the making of reasonable provision for the payment) of any debts and liabilities that may be due to the Partners and to the payment (or the making of reasonable provision for the payment) of the unpaid principal balance of and the interest accrued on loans, if any, made by the Partners to the Partnership; and (c) each Partner's Capital Account shall be adjusted as provided in Section 7.02 as if the Partnership Property had been sold for its fair market value and the resulting gain or loss had been allocated to the respective Partners, and the assets of the Partnership shall be distributed thereafter to the Partners in proportion to their respective non-negative Capital Accounts. All of the assets of the Partnership may be distributed in kind upon dissolution of the Partnership. Any General Partner with a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs) shall be required to repay such deficit promptly to the Partnership. If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

DISTRIBUTION AFTER DISSOLUTION. Upon dissolution, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of creditors and Partners. In so doing, a full accounting of the assets and liabilities of the Partnership shall be taken and the Partnership assets shall be distributed as promptly as possible as hereinafter provided: (a) to the payment (or the making of reasonable provision for the payment) of such debts and liabilities of the Partnership (or Reserves therefor), including any necessary expenses of liquidation, except any debts, liabilities and loans that may be due to the Partners, in the order of priority provided by law; (b) to the payment (or the making of reasonable provision for the payment) of any debts and liabilities that may be due to the Partners and to the payment (or the making of reasonable provision for the payment) of the unpaid principal balance of and the interest accrued on loans, if any, made by the Partners to the Partnership; and (c) each Partner's Capital Account shall be adjusted as provided in Section 7.02 as if the Partnership Property had been sold for its fair market value and the resulting gain or loss had been allocated to the respective Partners, and the assets of the Partnership shall be distributed thereafter to the Partners in proportion to their respective non-negative Capital Accounts. All of the assets of the Partnership may be distributed in kind upon dissolution of the Partnership. Any General Partner with a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs) shall be required to repay such deficit promptly to the Partnership. If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.the

DISTRIBUTION AFTER DISSOLUTION. Upon dissolution, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of creditors and Partners. In so doing, a full accounting of the assets and liabilities of the Partnership shall be taken and the Partnership assets shall be distributed as promptly as possible as hereinafter provided: (a) to the payment (or the making of reasonable provision for the payment) of such debts and liabilities of the Partnership (or Reserves therefor), including any necessary expenses of liquidation, except any debts, liabilities and loans that may be due to the Partners, in the order of priority provided by law; (b) to the payment (or the making of reasonable provision for the payment) of any debts and liabilities that may be due to the Partners and to the payment (or the making of reasonable provision for the payment) of the unpaid principal balance of and the interest accrued on loans, if any, made by the Partners to the Partnership; and (c) and each Partner's Capital Account shall be adjusted as provided in Section 7.02 as if the Partnership Property had been sold for its fair market value and the resulting gain or loss had been allocated to the respective Partners, and the assets of the Partnership shall be distributed thereafter to the Partners in proportion to their respective non-negative Capital Accounts. All of the assets of the Partnership may be distributed in kind upon dissolution of the Partnership. Any General Partner with a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs) shall be required to repay such deficit promptly to the Partnership. If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.