Common use of Distribution in Liquidation Clause in Contracts

Distribution in Liquidation. The Liquidator shall, as soon as practicable, wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The assets of the Partnership shall be applied in the following order of priority: (a) First, to creditors of the Partnership (including Partners who are creditors to the extent permitted by law), in the order of priority provided by law. (b) Second, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided. (c) Third, to the Partners in accordance with Section 5.1. If the Liquidator, in its sole discretion, determines that assets other than cash are to be distributed, then the Liquidator shall cause the fair market value of the assets not so liquidated to be determined. Such assets shall be retained or distributed by the Liquidator as follows: (i) The Liquidator shall retain assets having an appraised value, net of any liability related thereto, equal to the amount by which the net proceeds of liquidated assets are insufficient to satisfy the requirements of paragraphs (a) and (b) of this Section 10.3; and (ii) The remaining assets shall be distributed to the Partners in the same proportion as cash would be distributed to the Partners pursuant to paragraph (c) of this Section 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Partner its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Partners, individually or as tenants-in-common, as the Liquidator shall in good faith determine to be fair and equitable, taking into consideration, inter alia, the fair market value of the assets, the liens, if any, to which such property may be subject and the tax consequences of the proposed distribution to each of the Partners (including both distributees and others if any). Any distributions in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Liquidator shall, as soon as practicable, wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The assets of the Partnership shall be applied in the following order of priority: (a) First, to creditors of the Partnership (including Partners who are creditors to the extent permitted by law), in the order of priority provided by law. (b) Second, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided. (c) Third, to the Partners in accordance with Section 5.1. If the Liquidator, in its sole discretion, determines that assets other than cash are to be distributed, then the Liquidator shall cause the fair market value of the assets not so liquidated to be determined. Such assets shall be retained or distributed by the Liquidator as follows: (i) The Liquidator shall retain assets having an appraised value, net of any liability related thereto, equal to the amount by which the net proceeds of liquidated assets are insufficient to satisfy the requirements of paragraphs (a) and (b) of this Section 10.3; and (ii) The remaining assets shall be distributed to the Partners in the same proportion as cash would be distributed to the Partners pursuant to paragraph (c) of this Section 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Partner its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Partners, individually or as tenants-in-common, as the Liquidator shall in good faith determine to be fair and equitable, taking into in consideration, inter alia, the fair market value of the assets, the liens, if any, any to which such property may be subject and the tax consequences of the proposed distribution to each of the Partners (including both distributees and others if any). Any distributions in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Subject to Section 10.6, the Liquidator shall, as soon as practicable, wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The assets of the Partnership shall be applied in the following order of priority: (a) Firstfirst, secured debts to creditors third parties and Partners, unless such secured indebtedness is assumed by a purchaser of the Partnership (including Partners who are creditors encumbered property or the conveyance of such encumbered property to the extent permitted by law), in the order of priority provided by law.such purchaser is made subject to such indebtedness; (b) Secondsecond, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations unsecured debts of the Partnership, provided that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided.Partnership other than to Partners; (c) Thirdthird, unsecured debts of the Partnership owed to Partners; (d) fourth, to the Partners in accordance with Section 5.1their positive Capital Account balances. If the Liquidator, in its sole discretion, determines that assets other than cash are to be distributed, then the Liquidator shall cause the fair market value Fair Market Value of the assets not so liquidated to be determined. Such assets shall be retained or distributed by the Liquidator as follows: (i) The the Liquidator shall retain assets having an appraised value, net of any liability related thereto, equal to the amount by which the net proceeds of liquidated assets are insufficient to satisfy the requirements of paragraphs (a) and (b) of this Section 10.3; and (ii) The the remaining assets shall be distributed to the Partners in the same proportion as cash would be distributed to the Partners pursuant to paragraph paragraphs (c) and (d) of this Section 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Partner its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Partners, individually or as tenants-in-common, as the Liquidator shall in good faith determine to be fair and equitable, taking into consideration, inter alia, the fair market value Fair Market Value of the assets, the liens, if any, to which such property may be subject and the tax consequences of the proposed distribution to each of the Partners (including both distributees and others if any). Any distributions in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Liquidator shall, as soon as practicable, wind up the affairs of the Partnership Company and sell and/or distribute the assets of the PartnershipCompany. The assets of the Partnership Company shall be applied in the following order of priority: (a) Firstfirst, to creditors of the Partnership Company (including Partners Members who are creditors to the extent permitted by law), in the order of priority provided by law. (b) Secondsecond, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the PartnershipCompany, provided that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided. (c) Thirdthird, to the Partners Members in accordance with Section 5.1. If the Liquidator, in its the exercise of sole discretion, determines that assets other than cash are to be distributed, then the Liquidator shall cause the fair market value of the assets not so liquidated to be determined. Such assets shall be retained or distributed by the Liquidator as follows: (i) The the Liquidator shall retain assets having an appraised value, net of any liability related thereto, equal to the amount by which the net proceeds of liquidated assets are insufficient to satisfy the requirements of paragraphs (a) and (b) of this Section 10.3; and (ii) The the remaining assets shall be distributed to the Partners Members in the same proportion as cash would be distributed to the Partners Members pursuant to paragraph (c) of this Section 10.3. If the Liquidator, in its the exercise of sole discretion, deems it not feasible or desirable to distribute to each Partner its Member that Member’s allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more PartnersMembers, individually or as tenants-in-common, as the Liquidator shall in good faith determine to be fair and equitable, taking into consideration, inter alia, the fair market value of the assets, the liens, if any, to which such property may be subject and the tax consequences of the proposed distribution to each of the Partners Members (including both distributees and others if any). Any distributions in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.