Common use of Distribution on Dissolution Clause in Contracts

Distribution on Dissolution. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs. The Liquidating Trustee shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following 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 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 pursuant to this Section 8.2(d) hereof). 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.

Distribution on Dissolution. Upon In the occurrence event of a Liquidating Eventthe dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall continue solely for be liquidated and the purposes of winding up its affairs in an orderly manner, liquidating its assets, net proceeds therefrom and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up remaining assets of the Partnership's business and affairs. The Liquidating Trustee , if any, shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed 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 determined by the General Partner Partner, or the Liquidating Trustee, if one has been appointed, to provide for contingent and other Partnership liabilities, if any;; and (c) Payment of debts of the Partnership Then 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 pursuant to provided for in this Agreement, other than distributions under this Section 8.2(d) hereof8.3(c). 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 provisionsprovisions of this Section 8.3. (d) The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding up of the Partnership and shall hold and exercise such other rights and powers as are necessary or required to authorize and permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation and/or winding-up of the Partnership.

Distribution on Dissolution. Upon In the occurrence event of a Liquidating Eventthe dissolution of --------------------------- the Partnership, the assets of the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs. The Liquidating Trustee shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed 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 Partners, if any, in the order of priority provided by law;; and (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 pursuant to this Section 8.2(d) hereof)periods, including the period in which such distribution occurs. Whenever the Liquidating Trustee reasonably General Partner determines in its sole and absolute discretion 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. A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions this Agreement shall remain in effect during the period of liquidation.