Common use of Distributions and Other Matters Clause in Contracts

Distributions and Other Matters. Promptly upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 10.01. hereof, the Partners (or their legal representatives, heirs, successors, or assigns) will cause the cancellation of the Certificate, and the Liquidating Partner will liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority to the extent available: A. To payment of secured debts and liabilities of the Partnership (other than Partner Loans or Partners Priority Loans) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; B. To payment of unsecured debts and liabilities of the Partnership (other than Partner Loans or Partners' Priority Loans) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; C. To payment of the expenses of liquidation of the Partnership in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, expenses with respect to which any Partner is or may be personally liable; D. To the setting up of such reserves as the Liquidating Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business; provided that any such reserve shall be held by the Liquidating Partner for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies and, at the expiration of such period as the Liquidating Partner shall deem advisable (but in no case to exceed eighteen (18) months from the date of dissolution unless an extension of time is consented to by the General Partners), to distribute the balance thereafter remaining in the manner hereinafter provided; and E. To the Partners in the order set forth in Section 5.02, above.

Distributions and Other Matters. Promptly upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 10.01. 10.1 hereof, the Partners Liquidating Partner (or their its legal representatives, heirs, successors, successors or assigns) will shall cause the cancellation of the Certificate, and the Liquidating Partner will shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority to the extent available: A. To (a) to payment of secured the debts and liabilities of the Partnership (other than Partner Loans or Partners Priority Loansthose to Partners) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; B. To payment of unsecured debts and liabilities of the Partnership (other than Partner Loans or Partners' Priority Loansb) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; C. To payment of the expenses of liquidation of the Partnership in the order of priority provided by law; , provided that the Liquidating Partner shall first pay, to the extent permitted by law, expenses with respect to which any Partner is or may be personally liable; D. To (c) to the setting up of such reserves as the Liquidating Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business; , provided that any such reserve shall be held by the Liquidating Partner for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies andcontingencies, and also provided that at the expiration of such period as the Liquidating Partner shall deem advisable (but in no case to exceed eighteen sixty (1860) months from the date of dissolution unless an extension of time is consented to by the General PartnersLimited Partner), to distribute the remaining balance thereafter remaining of any such reserves shall be distributed in the manner hereinafter provided; and; E. To (d) to the repayment of loans made by Partners to the Partnership, first on account of interest and then on account of principal; (e) to the General Partner and the Limited Partner in accordance with the order set forth positive balances of each Partner's capital account [as determined under Treasury Regulation Section 1.704-1(b)(2)(iv), after giving effect to all contributions, distributions and allocations for all periods] (with all of the amounts determined under this Section 10.3 being determined after taking into account all capital account adjustments for the Partnership's taxable year during which the liquidation occurs) and otherwise in Section 5.02, aboveaccordance with their respective Percentage Interests.

Distributions and Other Matters. Promptly upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 10.01. 9.1 hereof, the Partners (or their legal representatives, heirs, successors, successors or assigns) will cause the cancellation of the Certificate, and the Liquidating Partner will liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority to the extent available: A. To payment of secured the debts and liabilities of the Partnership (other than Partner Loans or Partners Priority Loansthose to Partners) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; B. To payment of unsecured debts and liabilities of the Partnership (other than Partner Loans or Partners' Priority Loans) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; C. To payment of the expenses of liquidation of the Partnership in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, expenses with respect to which any Partner is or may be personally liable; D. C. To the setting up of such reserves as the Liquidating Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business; provided that any such reserve shall will be held by the Liquidating Partner for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies and, at the expiration of such period as the Liquidating Partner shall deem advisable (but in no case to exceed eighteen (18) months from the date of dissolution unless an extension of time is consented to by a Majority in Interest of the General Limited Partners), to distribute the balance thereafter remaining in the manner hereinafter provided; and; D. To the Partners in repayment of the entire principal amounts of any outstanding Partners Loans, together with all accrued but unpaid interest thereon, first on account of accrued interest thereon (in proportion to the interest so accrued) and then in repayment of the principal amounts thereof (in proportion to the respective outstanding amounts of principal); E. To the Partners in reduction of their then outstanding Capital Balances, in proportion to the order set forth respective amounts of such Capital Balances, until such time as their respective Capital Balances shall have been reduced to zero; and, thereafter, F. To all Partners in Section 5.02, aboveaccordance with their respective Participation Percentages.

Distributions and Other Matters. Promptly upon the dissolution an Event of the PartnershipDissolution, if the Partnership's business is not continued pursuant to Section 10.01. 10.1(a) hereof, the Partners (or their legal representatives, heirs, successors, or assigns) will cause the cancellation of the Certificate, and the Liquidating Partner will liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation as follows and in the following order of priority priority: (a) to the extent available: A. To payment of secured the debts and liabilities of the Partnership (other than Partner Loans or Partners Priority Loansthose to Partners) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, pay (to the extent permitted by law, ) liabilities with respect to which any Partner is or may be personally liable; B. To (b) to the payment of unsecured all Make-Whole Loans, if any; (c) to the payment of the debts and liabilities of the Partnership to Partners for Emergency Loans and/or Default Loans on a pari passu pro rata basis (other than Partner Loans or Partners' Priority Loansbased on the then-outstanding amounts of such indebtedness); (d) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; C. To payment of the expenses of liquidation of the Partnership in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, expenses with respect to which any Partner is or may be personally liable; D. To (e) to the setting up of such reserves as the Liquidating Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business; provided that any such reserve shall will be held by the Liquidating Partner for the purposes purpose of disbursing such reserves in payment of any of the aforementioned contingencies and, at the expiration of such period as the Liquidating Partner shall deem advisable (but in no case to exceed eighteen (18) months from the date of dissolution unless an extension of time is consented to by the General Partners)advisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and E. To (f) then, after taking into account allocations of Net Income and Loss pursuant to Article 5 and any prior distributions of cash or property to the Partners Partners, in accordance with the order set forth positive Capital Account balances of the Partners. The foregoing liquidating distributions shall be made not later than (A) the last day of the taxable year in which the liquidation occurs (as determined under Regulations 71 Section 5.021. 704-1(b)(2)(ii)(g)) or, above(B) if later, the ninetieth (90th) day after the liquidation occurs.

Distributions and Other Matters. Promptly upon the dissolution of the Partnership, if the Partnership's ’s business is not continued pursuant to Section 10.01. 8.1 hereof, the Partners (or their legal representatives, heirs, successors, successors or assigns) will cause the cancellation of the Certificate, and the Liquidating Partner will liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority to the extent available: A. To payment of secured the debts and liabilities of the Partnership (other than Partner Loans or Partners Priority Loansthose to Partners) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities reimbursable under this Agreement with respect to which any Partner is or may be personally liable; B. To payment of unsecured debts and liabilities of the Partnership (other than Partner Loans or Partners' Priority Loans) in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; C. To payment of the expenses of liquidation of the Partnership in the order of priority provided by law; provided that the Liquidating Partner shall first pay, to the extent permitted by law, expenses reimbursable under this Agreement with respect to which any Partner is or may be personally liable; D. C. To the setting up of such reserves as the Liquidating Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership business; provided that any such reserve shall will be held by the Liquidating Partner for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies and, at the expiration of such period as the Liquidating Partner shall deem advisable (but in no case to exceed eighteen (18) months from the date of dissolution unless an extension of time is consented to by a Majority in Interest of the General Limited Partners), to distribute the balance balance, with accrued interest, thereafter remaining in the manner hereinafter provided; D. To the Partners in repayment of the entire principal amounts of any outstanding loans from any such Partner made to the Partnership (including, without limitation, Deficit Loans) together with all accrued but unpaid interest thereon, first on account of accrued interest thereon (in proportion to the interest so accrued) and then in repayment of the principal amounts thereof (in proportion to the respective outstanding amounts of principal); and, thereafter, E. To the Partners pro rata in the order set forth in Section 5.02accordance with each Partner’s positive Capital Account balance after all adjustments to such Capital Accounts have been made including, above.without limitation, allocations of Net Income and Net Loss;