Common use of Distributions on Liquidation Clause in Contracts

Distributions on Liquidation. On the dissolution of the partnership, its ---------------------------- business shall be wound up and its properties liquidated, and the net proceeds of the liquidation, together with any property to be distributed in kind, shall be distributed as follows: a. First, to the payment of the partnership's debts and obligations that are then due, including any loans or advances that may have been made by any of the partners (such debts and obligations to creditors other than partners having priority over debts and obligations to partners) and the expenses of winding up and liquidation; b. Secondly, to the establishment of any reserves that the partners may consider necessary, appropriate, or desirable for any future, contingent, or unforeseen liabilities, obligations, or debts of the partnership, which reserves may but need not be deposited with an independent escrow holder with instructions to disburse them in payment of those liabilities, obligations, and debts and, at the expiration of such period as the partners may have specified, to distribute the balance remaining as provided in this agreement; and c. Thirdly, to the partners in proportion to the balances in their respective capital accounts after giving effect to the adjustments of capital accounts in connection with liquidation authorized by this agreement, but if all capital accounts then have zero balances such distributions to partners shall be made in proportion to the allocation of profit from the sale of partnership property applicable under this agreement as of the date of such distributions.

Appears in 3 contracts

Samples: Partnership Agreement (Citadel Holding Corp), Partnership Agreement (Citadel Holding Corp), Partnership Agreement (Citadel Holding Corp)

AutoNDA by SimpleDocs

Distributions on Liquidation. On on the dissolution of the partnershipPartnership, its ---------------------------- --------------------- ------------- business shall be wound up and its properties liquidated, and the net proceeds of the liquidation, together with any property to be distributed in kind, shall be distributed as follows: a. 10.2.1 First, to the payment of the partnershipPartnership's debts and obligations ------- that are then due, including any loans or advances that may have been made by any of the partners (such debts and obligations to creditors other than partners having priority over debts and obligations to partners) and the expenses expense of winding up and liquidation;. b. 10.2.2 Secondly, to the establishment of any reserves that the partners may ------- consider necessary, appropriate, or desirable for any future, contingent, or unforeseen liabilities, obligations, or debts of the partnership, which reserves may but need not be deposited with an independent escrow holder with instructions to disburse them in payment of those liabilities, obligations, and debts and, at the expiration of such period as the partners may have specified, to distribute the balance remaining as provided in this agreement; and. c. 10.2.3 Thirdly, to the partners in proportion to the balances in their ------- respective capital accounts after giving effect to the adjustments of capital accounts in connection with liquidation authorized by this agreement, but if all capital accounts then have zero balances such distributions to partners shall be made in proportion to the allocation of profit from the sale of partnership property applicable under this agreement as of the date of such distributions.

Appears in 1 contract

Samples: Partnership Agreement (Keith Companies Inc)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!