Distribution of Partnership Assets Sample Clauses

Distribution of Partnership Assets. Upon the dissolution of the Partnership, the General Partner (or, if dissolution of the Partnership should occur by reason of Section 11.1(c) or the General Partner is unable to act as liquidator, a duly elected liquidating trustee of the Partnership or other representative designated by a Majority in Interest) shall distribute the assets of the Partnership as follows and in the following order of priority: (i) First, to (A) creditors in satisfaction of the debts and liabilities of the Partnership, whether by payment thereof or the making of reasonable provision for payment thereof, and (B) the expenses of liquidation, whether by payment thereof or the making of reasonable provision for payment thereof, and (C) the establishment of any reasonable reserves (which may be funded by a liquidating trust) to be established by the General Partner (or liquidating trustee or other representative) in amounts determined by it to be necessary for the payment of the Partnership’s expenses, liabilities and other obligations (whether fixed or contingent); and (ii) Second, to the Partners in accordance with their positive Capital Account balances (after all required allocations have been made).
Sample 1
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Distribution of Partnership Assets. 1. Unless prescribed in this Agreement, no Partner or Withdrawing Partner may request a distribution of the Partnership Assets prior to the dissolution of the Partnership for any reason. 2. In accordance with the provisions below, the Operating Partner shall determine the distribution amounts in accordance with the following items at such time as the Operating Partner in its discretion determines and shall distribute, in cash, to the Partners, their respective share of the Partnership Assets or in the case of a Withdrawing Partner, their respective Interest Amount at the time of the withdrawal of such Withdrawing Partner; provided, however, that the Operating Partner may, in its discretion, withhold distributions under this Article if they are required to pay expenses of the Partnership, management fees payable to the Operating Partner, liabilities of the Partnership 12 or taxes and other public duties. ① If the Operating Partner receives Disposition Profits from a Disposition of Portfolio Securities, the Operating Partner shall distribute the balance of such Disposition Profit after the deduction of: the sum of costs and expenses, if any, and taxes and other public duties, if any, required for the Disposition and expenses of Partnership, if any, due and payable at the time of the Disposition; and the amount of any incentive fee, if any, pursuant to Paragraph 3 of this Article, on such date as the Operating Partner, in its discretion, designates within 2 months from receipt of such funds. ② If the Operating Partner receives Other Profits in respect of Portfolio Securities, the Operating Partner shall distribute the balance of Other Profits after the deduction of the sum of costs and expenses, if any, and taxes and other public duties, if any, required to receive such Other Profits and expenses of Partnership, if any, due and payable at the time of the receipt of such Other Profits; and the amount of any incentive fee, if any, pursuant to Paragraph 3 of this Article, on such date as the Operating Partner, in its discretion, designates within 2 months from the end of the business year in which the day of receipt of such funds falls. ③ If the Operating Partner receives any Special Profits, the Operating Partner shall not be required to distribute such Special Profits at the time when it is received and may distribute funds in portions of the Special Profits that the Operating Partner deems, in its discretion, appropriate, on such date as the Operating Partner...
Sample 1
Distribution of Partnership Assets. Upon the dissolution of the Partnership, the Partnership business shall be wound up and its assets liquidated; and the net proceeds of such liquidation shall be distributed in the following order of priority (but in all events in accordance with the Act): (a) To the payment of the debts and liabilities of the Partnership (including any amounts that may be owed to any Partner) and the expenses of liquidation; (b) To establishing any reserves that the General Partner or liquidator, in accordance with sound business judgment, deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, which reserves may be paid over to an escrow agent to be held by such agent for the purpose of (A) distributing such reserves in payment of the aforementioned contingencies, and (B) upon the expiration of such period as the General Partner or such liquidator may deem advisable, distributing the balance thereof in the manner provided in this Section 12.02; and (c) To the Partners in accordance with the then remaining balances in their respective Capital Accounts after all allocation of gain and all Capital Account adjustments have been made pursuant to Article VII. (d) Notwithstanding any provision of this Agreement to the contrary, (i) the net proceeds of a Liquidation of the Partnership shall be distributed to the Partners in accordance with the positive balances in their respective Capital Accounts after taking into account all Capital Account adjustments for the Partnership taxable year pursuant to Article VII, and (ii) upon a Liquidation of a Partner’s Interest in the Partnership, whether in Liquidation of the Partnership or otherwise, such Partner shall receive a distribution in accordance with the positive balance in its Capital Account. All such liquidating distributions under this Section 12.02(d) shall be made by the end of the taxable year in which the Liquidation occurs or, if later, within ninety (90) days after the date of the Liquidation.
Sample 1
Distribution of Partnership Assets. 26 9.3 RETURN OF CAPITAL CONTRIBUTIONS UPON TERMINATION AND DISSOLUTION OF PARTNERSHIP..........................................................27 9.4
Sample 1
Distribution of Partnership Assets. Upon the dissolution of the Partnership in accordance with Section 9.1, the General Partner shall act as liquidator (unless there is no General Partner at such time, in which case the Limited Partners shall select, by vote of a majority in Percentage Interest, a person (which may include any Limited Partner) to act as liquidator) of the Partnership's assets. After paying the Partnership's outstanding liabilities to creditors in the order of priority as provided by law (or the provision of adequate reserves therefor), the liquidator(s) shall distribute to each Partner an amount equal to the positive balance in its Capital Account after taking into account all Capital Account adjustments for the Partnership fiscal year during which such liquidation occurs through the date of such liquidation. All liquidating distributions shall be made in assets of the Partnership and/or in cash, as the Partnership Committee by Supermajority Vote shall determine in its sole and absolute discretion. All liquidating distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Sample 1

Related to Distribution of Partnership Assets

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

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