Distribution of Proceeds of Liquidation. The receiver will distribute the net proceeds from liquidation of the Limited Partnership as follows:
(a) first, to pay the expenses of liquidation and the debts and liabilities of the Limited Partnership to its creditors, including both secured and unsecured creditors, or to make due provision for payment thereof;
(b) second, to provide for such reserves as the receiver considers reasonably necessary for any contingent or unforeseen liability or obligation of the Limited Partnership, which may be set aside or paid to an escrow agent to be held for payment of liabilities or obligations of the Limited Partnership;
(c) third, to pay to the General Partner the amount of any costs and expenses that the General Partner is entitled to receive from the Limited Partnership;
(d) fourth, to pay to the General Partner a five percent (5%) cumulative, but not compounded, rate of return on the amount of the capital Contributed by the General Partner pursue to Section 3.1 (b), minus any amounts previously paid to the General Partner under Section 4.1(a)(v); and
(e) fifth, to distribute the balance to the Limited Partner.
Distribution of Proceeds of Liquidation. The receiver will distribute the net proceeds from liquidation of the Limited Partnership as follows:
(a) first, to pay the expenses of liquidation and the debts and liabilities of the Limited Partnership to its creditors, or to make due provision for payment thereof;
(b) second, to provide for such reserves as the receiver considers reasonably necessary for any contingent or unforeseen liability or obligation of the Limited Partnership, which may be set aside or paid to an escrow agent to be held for payment of liabilities or obligations of the Limited Partnership;
(c) third, to pay to the General Partner the amount of any costs and expenses that the General Partner is entitled to receive from the Limited Partnership;
(d) fourth, to pay to the General Partner a five percent (5%) cumulative, but not compounded, rate of return on the amount of the capital contributed by the General Partner, minus any amounts previously paid to the General Partner under Section 5.1(e); and
(e) fifth, to distribute the balance thereof to the Limited Partners in accordance with the provisions of the Waterfall.
Distribution of Proceeds of Liquidation. The General Partner (or investment adviser or committee authorized by subsection 12.2(a)) shall distribute the net proceeds from liquidation of the Partnership in the following order:
(a) to pay the expenses of liquidation and the debts and liabilities of the Partnership (including accrued fees, if any) or to make due provision for payment thereof;
(b) to set up any reserves which the General Partner (or investment adviser or committee authorized by subsection 12.2(a)) may reasonably deem necessary for any contingent or unforeseen liability or obligation of the Partnership. The General Partner (or investment adviser or committee authorized by subsection 12.2(a)) may select a trust company to act as trustee in lieu of the General Partner and shall pay over to such trustee the reserve to be held by that institution for the purpose of disbursing such reserve in payment of any of the contingencies and to distribute the balance remaining, after the expiration of whatever period the General Partner (or investment adviser or committee authorized by subsection 12.2(a)) in its discretion deems reasonable, in the manner hereinafter set forth;
(c) to pay to the Limited Partners the Net Asset Value of any of their Units which remain outstanding; and
(d) to pay the balance, if any, to the General Partner.
Distribution of Proceeds of Liquidation. Regardless of the capital and undistributed earnings accounts of the Partners or their shares of profits and losses or their respective rights to receive distributions, the proceeds from liquidation shall be applied and distributed in the following order of priority:
(a) First to the payment of (i) debts and liability of the Venture, except loans or advances that may have been made by any of the General Partners to the Venture pursuant to Section 5.2, and (ii) expenses of liquidation;
(b) Then to the setting up of any reserves which the Liquidating Partner may deem necessary for any contingent or unforeseen liabilities or obligations of the Venture or of the Partners out of or in connection with the Venture. Said reserves may be paid over by the Partners to a bank or trust company acceptable to the Liquidating Partner as escrow to be held by it for the purpose of disbursing such reserves in payment of any of the aforementioned liabilities or obligations, and at the expiration of such period as the Liquidating Partner shall deem advisable, distributing the balance, if any, thereafter remaining, in the manner hereinafter provided;
(c) Then to the repayment of any other loans that may have been made by any of the General Partners to the Venture pursuant to Section 5.2; and
(d) Then any balance remaining shall be distributed to the Partners in accordance with the respective positive capital account balances and Section 20.4 hereof, provided, however, that if the liquidation of the Venture occurs pursuant to Section 17.1 or Section 17.2, then the distribution to be made to the Insolvent Partners or the Defaulting Partners shall be reduced by twenty percent (20%) and the distribution to be made to the Solvent Partner or Nondefaulting Partner shall be increased by the amount of that reduction. The Partners agree that damages resulting from liquidating pursuant to the occurrence of an Event of Default under Sections 17.1 or 17.2 are impossible to measure; therefore the Partners further agree that the distribution to be made under this Section 20.6(d) to the Insolvent Partners or the Defaulting Partners following liquidation pursuant to Sections 17.1 or 17.2 constitutes the Partners' best estimate of any such damages and is not a penalty. Except as provided in Section 20.4 or as otherwise provided by law, no Partner shall be obliged to restore any negative balance in its capital account.
Distribution of Proceeds of Liquidation. The Receiver shall distribute the net proceeds from liquidation of the Partnership as follows:
13.7.1 first, to pay the expenses of liquidation and the debts and liabilities of the Partnership to its creditors or to make due provision for payment thereof;
13.7.2 second, to provide Accruals which the Receiver considers reasonable and necessary for any contingent or unforeseen liability or obligation of the Partnership which shall be paid to an escrow agent to be held for payment of liabilities or obligations of the Partnership; and
13.7.3 third, to the Partners in accordance with the provisions hereof relating to distributions of Net Cash.
Distribution of Proceeds of Liquidation. The Receiver will distribute the net proceeds from liquidation of the Partnership:
Distribution of Proceeds of Liquidation. The net cash proceeds --------------------------------------- resulting from the dissolution of the Company shall be distributed and applied in the manner and order of priority set forth in Article 12.
Distribution of Proceeds of Liquidation. The net proceeds from (a) any transaction resulting in the termination and liquidation of the Company, and (b) the liquidation of any remaining assets, shall be applied and distributed in the following order of priority:
(i) to the payment of (x) debts and liabilities of the Company (except debts secured by liens on property sold subject thereto), and (y) expenses of liquidation;
(ii) then, to the setting up of any reserves which the Liquidating Trustee may deem necessary for any contingent or unforeseen
Distribution of Proceeds of Liquidation. The proceeds of liquidation of the Assets of the Company distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority:
(i) first, to the creditors of the Company, including creditors who are Members, in the order of priority provided by Applicable Law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including, without limitation, fixed or contingent, matured or un-matured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and
(ii) thereafter, to the Members in accordance with Section 16.
Distribution of Proceeds of Liquidation. The proceeds of liquidation of the assets of the Company distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority:
9.4.1 first, to the creditors of the Company, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including, without limitation, fixed or contingent, matured or un-matured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and
9.4.2 thereafter, to the Members in proportion to their respective Units, provided that it is the Members' intent that, after giving effect to all allocations of Profits or Losses for the current and all prior years pursuant to Section 4.1(a), the Members' positive Capital Account balances will be in proportion to the amounts to be distributed pursuant to this Section 9.4.2. In furtherance thereof, notwithstanding the provisions of Section 4.1(a), items of income, gain, deduction, and loss for the final Fiscal Year will be allocated to the Members in such a manner that the Members' positive Capital Account balances will be, immediately prior to the distribution pursuant to this Section 9.4.2, in such proportion.
