DISTRIBUTION ON LIQUIDATION OF THE PARTNERSHIP Sample Clauses

DISTRIBUTION ON LIQUIDATION OF THE PARTNERSHIP. 3.1 In the event of the liquidation, dissolution or winding-up of the Partnership or any other distribution of the assets of the Partnership among the holders of Units of the Partnership for the purpose of winding up its affairs, each holder of Class D Units will be entitled, subject to Applicable Law and the terms and conditions of all classes and series of Units and Special Interest Rights, to receive in respect of each Class D Unit held by such holder on the Partnership Liquidation Date, out of the assets of the Partnership properly available for distribution to Unitholders, an amount of the remaining assets of the Partnership as determined under Section 12.3(d) of the Agreement, pari passu with the distribution entitlement of the holders of Class A Units and Class C Units of the Partnership on the Partnership Liquidation Date. 3.2 On or promptly after the Partnership Liquidation Date, the Partnership will cause to be delivered to the holders of the Class D Units their liquidation entitlement for the Class D Units held thereby (as determined in accordance with Section 3.1 of this Schedule 3) upon presentation and surrender of the certificates representing such Class D Units, together with such other documents and instruments as the General Partner may reasonably require, at the registered office of the Partnership. Payment of the total liquidation entitlement applicable to such Class D Units will be made by delivery to each holder, at the address of the holder recorded in the Register or by holding for pick-up by the holder at the registered office of the Partnership or at any office of the Transfer Agent as may be specified by the General Partner by notice to the holders of Class D Units, on behalf of the Partnership, a cheque of the Partnership payable at any branch of the bankers of the Partnership in respect of the applicable liquidation entitlement (each without interest). 3.3 On and after the Partnership Liquidation Date, the holders of the Class D Units will cease to be holders of such Class D Units and will not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their liquidation entitlement, unless payment of the total liquidation entitlement for such Class D Units is not made upon presentation and surrender of such Unit certificates in accordance with the foregoing provisions, in which case the rights of the holders will remain unaffected until the total liquidation entitlement of such holde...
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DISTRIBUTION ON LIQUIDATION OF THE PARTNERSHIP. 3.1 In the event of the liquidation, dissolution or winding-up of the Partnership or any other distribution of the assets of the Partnership among the holders of Units of the Partnership for the purpose of winding up its affairs, the holder of the Class F Unit will not be entitled to receive any amounts other than the Tax Balancing Distribution out of the assets of the Partnership properly available for distribution to Unitholders or holders of Special Interest Rights, which the holder of the Class F Unit will be entitled to receive in priority to distributions to holders of all other classes of Units and Special Interest Rights other than the Class E Unit.
Sample 1

Related to DISTRIBUTION ON LIQUIDATION OF THE PARTNERSHIP

  • Dissolution and Liquidation (Check One)

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

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