Common use of Distribution Priority Clause in Contracts

Distribution Priority. Upon the dissolution of the Partnership as provided in Section 8.1 hereof (“Dissolution”), the Partnership assets shall be liquidated (except as permitted by Section 8.3 hereof) and the affairs of the Partnership shall be wound up and terminated by the General Partner or, if there is no General Partner, by a liquidating trustee selected by a majority in Interest of the Limited Partners. Upon completion of such liquidation and winding up, but not later than two years after the end of the Fiscal Year during which Dissolution occurs, and after taking into account all capital account adjustments and allocations of income, gains, losses and deductions for the Partnership taxable year during which Dissolution occurs, including, without limitation, the allocation of all income, gains, losses and deductions pursuant to Article 4 hereof that would arise if all Partnership assets to be distributed in kind were sold for their fair market values, the assets of the Partnership shall be liquidated and disposed of and distributed as follows: (a) First, to the payment of debts and liabilities of the Partnership and expenses of the liquidation and winding up; (b) Second, to the setting up of any reserves (to be held in a special interest-bearing account) which the General Partner or the liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; provided, however, that at the expiration of such time as the General Partner or such trustee shall deem advisable (not to exceed two (2) years from the event which caused Dissolution, except in the case of any litigation matter where the length of time such reserves are maintained shall be determined by the General Partner or the liquidating trustee in its sole discretion), the balance of such reserves remaining after payment of such contingent liabilities shall be distributed in the manner set forth in Subsection 8.2.1(c); (c) Third, the balance in proportion to the positive balances in the Partners’ capital accounts.

Distribution Priority. Upon the dissolution of the Partnership as provided in Section 8.1 hereof 13.1 of this Agreement (“Dissolution”), the Partnership Partnership’s assets shall be liquidated (except as permitted by Section 8.3 hereof13.3) and the affairs of the Partnership shall be wound up and terminated by the General Partner or, if there is no General Partner, by a liquidating trustee selected by a majority in Interest of the Limited Partnersor its legal representatives. Upon completion of such liquidation and winding up, but not later than two years after the end of the Fiscal Year during Partnership’s taxable year in which Dissolution occursoccurs (or 90 days after Dissolution, if later), and after taking into account all capital account Capital Account adjustments and allocations of income, gains, losses and deductions for the Partnership taxable year during which Dissolution occurs, including, without limitation, including the allocation of all income, gains, losses Profits and deductions Losses pursuant to Article 4 VI hereof that would arise if all Partnership assets to be distributed in kind were sold for their fair market valuesvalue, the assets of the Partnership shall be liquidated and disposed of and distributed as follows: (a) First, to the payment of debts and liabilities of the Partnership Partnership, and expenses of the liquidation and winding up; (b) Second, to the Partners in an amount necessary to pay any and all unpaid interest and principal on any Capital Loans and any loans made by a Non-Delinquent Partner to the Partnership pursuant to Section 5.2.2(a) or Section 5.2.7; (c) Third, to the setting up of any reserves (to be held in a special interest-bearing account) which the General Partner or the liquidating trustee may deem reasonably necessary from time to time for any contingent or unforeseen liabilities or obligations of the Partnership, taxes payable pursuant to final tax returns and dissolution costs and which are Approved by Partners; provided, however, that at the expiration of such time as the General Partner or such trustee shall deem advisable (not to exceed two (2) 2 years from the event which caused Dissolution, Dissolution except in the case of any litigation matter matter, where the length of time such reserves are maintained shall be determined by the General Partner or the liquidating trustee in its sole discretion), the balance of such reserves remaining after payment of such contingent liabilities shall be distributed in the manner hereafter set forth in Subsection 8.2.1(c)this Section 13.2.1; (cd) ThirdFinally, the balance in proportion to the positive balances Partners in accordance with, and subject to the Partners’ capital accountsdistribution priorities set forth in, Sections 6.1(c) through (f).

Distribution Priority. Upon the dissolution of the Partnership as provided in Section 8.1 hereof Company (“"Dissolution”"), the Partnership Company assets shall be liquidated (except as permitted by Section 8.3 hereof) and the affairs of the Partnership Company shall be wound up and terminated by the General Partner or, if there is no General Partner, by a liquidating trustee selected by a majority in Interest of the Limited PartnersLiquidator. Upon completion of such liquidation and winding up, but not later than two years after the end of the Fiscal Year during Company taxable year in which Dissolution occursoccurs (or 90 days after Dissolution, if later), and after taking into account all capital account Capital Account adjustments and allocations of income, gains, losses and deductions for the Partnership Company taxable year during which Dissolution occurs, including, without limitation, including the allocation of all income, gains, profits and losses and deductions pursuant to Article 4 hereof that would arise if all Partnership assets to be distributed this Agreement, except as provided in kind were sold for their fair market valuesthe Development Agreement, the assets of the Partnership Company shall be liquidated and disposed of and distributed as follows: (a) First, available cash shall be used to the payment of pay all debts and liabilities of the Partnership Company and expenses of the liquidation and winding up; if the Company lacks sufficient cash to pay such debts and expenses, then the Managers shall sell assets sufficient to generate adequate cash; (b) Second, available cash shall be used to the setting set up of any reserves (to be held in a special interest-bearing account) which the General Partner Managers or the liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the PartnershipCompany; provided, however, that at the expiration of such time as the General Partner Managers or such trustee shall deem advisable (not to exceed two (2) years from the event which caused Dissolution, Dissolution except in the case cash of any litigation matter matter, where the length of time such reserves are maintained shall be determined by the General Partner Managers or the liquidating trustee in its sole discretion), the balance of such reserves remaining after payment of such contingent liabilities shall be distributed in the manner hereafter set forth in Subsection 8.2.1(c)this Article X; if the Company lacks sufficient cash to establish such reserves, then the Managers shall sell assets sufficient to generate adequate cash; (c) Third, to the balance Members in the amount of the positive balances in their Capital Accounts; and (d) Finally, to the Members in proportion to their then Percentage Interests; provided, however, that if a Dissolution occurs prior to June 30, 2000 then in proportion to the positive balances in the Partners’ capital accountscontributions actually made by each Member pursuant to Section 4.1.