Distribution on Dissolution. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order: (a) Payment of creditors of the Partnership (other than Partners) in the order of priority as provided by law; (b) Establishment of reserves as provided by the General Partner to provide for contingent liabilities, if any; (c) Payment of debts of the Partnership to any Partner, in the order of priority provided by law; (d) Payment to the holders of Preferred Units in accordance with the terms thereof (as referenced in Section 7.8 hereof); and (e) To the Partners holding LTIP Units, in proportion to the amounts such Partners would have received if they were converted into Series K Preferred Units and to the Partners holding Common Units in proportion to the Common Units held by each such Partner. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the above provisions.
Appears in 5 contracts
Samples: Agreement of Limited Partnership (Brookfield Property REIT Inc.), Limited Partnership Agreement (Brookfield Property REIT Inc.), Merger Agreement (Brookfield Property Partners L.P.)
Distribution on Dissolution. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order:
(a) Payment of creditors of the Partnership (other than Partners) in the order of priority as provided by law;
(b) Establishment of reserves as provided by the General Partner to provide for contingent liabilities, if any;
(c) Payment of debts of the Partnership to any Partnerany, in the order of priority provided by law;
(d) Payment to the holders of Preferred Units in accordance with the terms thereof (as referenced in Section 7.8 hereof)thereof; and
(e) To the Partners holding LTIP Units, in proportion to the amounts such Partners would have received if they were converted into Series K Preferred Units and to the Partners holding Common Units in proportion to the Common Units held by each such Partneraccordance with their respective Percentage Interests. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the above provisions.
Appears in 2 contracts
Samples: Second Amended and Restated Agreement of Limited Partnership (New GGP, Inc.), Second Amended and Restated Agreement of Limited Partnership (New GGP, Inc.)
Distribution on Dissolution. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order:
(a) Payment of creditors of the Partnership (other than Partners) in the order of priority as provided by law;
(b) Establishment of reserves as provided by the General Partner to provide for contingent liabilities, if any;
(c) Payment of debts of the Partnership to any Partner, in the order of priority provided by law;
(d) Payment to the holders of Preferred Units in accordance with the terms thereof (as referenced in Section 7.8 hereof)thereof; and
(e) To the Partners holding LTIP Units, in proportion to the amounts such Partners would have received if they were converted into Series K Preferred Units and to the Partners holding Common Units in proportion to the Common Units held by each such Partneraccordance with their respective Percentage Interests. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the above provisions.
Appears in 1 contract
Samples: Agreement of Limited Partnership (General Growth Properties, Inc.)