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Common use of Distribution on Dissolution Clause in Contracts

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 determined by the General Partner to provide for contingent liabilities, if any; (c) Payment of debts of the Partnership to Partners, if any, in the order of priority provided by law; (d) To the Partners in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods, including the period in which such distribution occurs (other than those distributions made pursuant to this Section 8.2(d), Section 8.3 or Section 8.4 hereof). If upon dissolution and termination of the Partnership the Capital Account of any Partner is less than zero, then such Partner shall have no obligation to restore the negative balance in its Capital Account unless and except to the extent that such Partner has so elected under Section 4.8. Whenever the Liquidation Agent 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 3 contracts

Samples: Limited Partnership Agreement (Washington Prime Group Inc.), Limited Partnership Agreement (SPG SpinCo Subsidiary Inc.), Limited Partnership Agreement (Simon Property Group Inc /De/)

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 determined by the General Partner to provide for contingent liabilities, if any; (c) Payment of debts of the Partnership to Partners, if any, in the order of priority provided by law; (d) To the Partners in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods, including the period in which such distribution occurs (other than those distributions made pursuant to this Section 8.2(d), 7.2(d) and Section 8.3 or Section 8.4 7.4 hereof). If upon dissolution and termination of the Partnership the Capital Account of any the Limited Partner is less than zero, then such the Limited Partner shall have no obligation to restore the negative balance in its Capital Account unless and except to the extent that such Partner has so elected under Section 4.8Account. Whenever the Liquidation Liquidating Agent 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: Limited Partnership Agreement (CPG Partners Lp)

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 determined by the General Partner to provide for contingent liabilities, if any; (c) Payment of debts of the Partnership to Partners, if any, in the order of priority provided by law; (d) To the Partners in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods, including the period in which such distribution occurs (other than those distributions made pursuant to this Section 8.2(d), 7.2(d) and Section 8.3 or Section 8.4 7.4 hereof). If upon dissolution and termination of the Partnership the Capital Account of any Partner is the Limited Partners are less than zero, then such Partner the Limited Partners shall have no obligation to restore the negative balance in its Capital Account unless and except to the extent that such Partner has so elected under Section 4.8Account. Whenever the Liquidation Liquidating Agent 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: Limited Partnership Agreement (Simon Debartolo Group 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 or distributed in kind, as determined by the General Partner in its sole discretion, in the following rank and order: (a) Payment of creditors of the Partnership, including partners who are creditors, to the extent permitted by law, in satisfaction of the Partnership (other than Partners) liabilities for distributions to partners under Section 17-601 or Section 17-604 of the Act, in the order of priority as provided by law; (b) Establishment of reserves as determined by the General Partner to provide for contingent liabilities, if any; (c) Payment of debts liabilities of the Partnership for distribution to PartnersPartners under Section 17-601 or Section 17-604 of the Act, if any, in the order of priority provided by law; (d) To the Partners in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods, including the period in which such distribution occurs (other than those distributions made pursuant to this Section 8.2(d), Section 8.3 or Section 8.4 hereof). If upon dissolution and termination of the Partnership the Capital Account of any Partner is less than zero, then such Partner shall have no obligation to restore the negative balance in its Capital Account unless and except to the extent that such Partner has so elected under Section 4.8Account. Whenever the Liquidation Liquidating Agent 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 (Heritage Property Investment Trust Inc)