Common use of Distributions Upon Dissolution Clause in Contracts

Distributions Upon Dissolution. A. Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4 hereof, the Managing Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "Proceeds of Liquidation") shall be applied and distributed in the following order of priority: (i) To the payment of debts and liabilities of the Partnership, including the expenses of liquidation, but expressly excluding all Capital Contributions of all Partners (General Partners, Class I Subordinated Limited Partners, Class II Subordinated Limited Partners and Limited Partners), the return of all of such Capital Contributions are provided for below and all of which is equity capital of the Partnership. (ii) To the payment of any accrued but unpaid amounts due under Section 8.1 hereof. (iii) To the repayment of the Capital Contributions of the Limited Partners. (iv) To the repayment of the Capital Contributions of the Class I Subordinated Limited Partners (v) To the repayment of the Capital Contributions of the Class II Subordinated Limited Partners. (vi) To the repayment of the General Partners' Adjusted Capital Contributions. (vii) The balance of the Proceeds of Liquidation, if any, shall be distributed to the General Partners in proportion to their respective General Partner Percentages. B. Notwithstanding the foregoing, in the event the Managing Partner shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Managing Partner, in order to avoid such loss, may, after having given Notice to all the Limiteds, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. C. Net Income generated by transactions in connection with the dissolution and liquidation of the Partnership shall be distributed in accordance with Section 8.1A hereof.

Distributions Upon Dissolution. A. Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4 hereof, the Managing Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "Proceeds of Liquidation") shall be applied and distributed in the following order of priority: (i) To the payment of debts and liabilities of the Partnership, including the expenses of liquidation, but expressly excluding all Capital Contributions of all Partners (General Partners, Class I Subordinated Limited Partners, Class II Subordinated Limited Partners and Limited Partners), the return of all of such Capital Contributions are provided for below and all of which is equity capital of the Partnership. (ii) To the payment of any accrued but unpaid amounts due under Section 8.1 hereof. (iii) To the repayment of the Capital Contributions of the Limited Partners. (iv) To the repayment of the Capital Contributions of the Class I Subordinated Limited Partners. (v) To the repayment of the Capital Contributions of the Class II Subordinated Limited Partners. (vi) To the repayment of the General Partners' Adjusted Capital Contributions. (vii) The balance of the Proceeds of Liquidation, if any, shall be distributed to the General Partners in proportion to their respective General Partner Percentages. B. Notwithstanding the foregoing, in the event the Managing Partner shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Managing Partner, in order to avoid such loss, may, after having given Notice to all the Limiteds, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. C. Net Income generated by transactions in connection with the dissolution and liquidation of the Partnership shall be distributed in accordance with Section 8.1A hereof.

Distributions Upon Dissolution. A. Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4 hereof, the Managing Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "“Proceeds of Liquidation"”) shall be applied and distributed in the following order of priority: (i) To the payment of debts and liabilities of the Partnership, including the expenses of liquidation, but expressly excluding all Capital Contributions of all Partners (General Partners, Class I Subordinated Limited Partners, Class II Subordinated . Limited Partners and Subordinated Limited Partners), the return of all of such Capital Contributions are provided for below and all of which is equity capital of the Partnership. (ii) To the payment of any accrued but unpaid amounts due under Section 8.1 hereof. (iii) To the repayment of the Capital Contributions of the Limited Partners. (iv) To the repayment of the Capital Contributions of the Class I Subordinated Limited Partners. (v) To the repayment of the Capital Contributions of the Class II Subordinated Limited Partners. (vi) To the repayment of the General Partners' ’ Adjusted Capital Contributions. (viivi) The balance of the Proceeds of Liquidation, if any, shall be distributed to the General Partners in proportion to their respective General Partner Percentages. B. Notwithstanding the foregoing, in the event the Managing Partner shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Managing Partner, in order to avoid such loss, may, after having given Notice to all the LimitedsLimited Partners and Subordinated Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. C. Net Income generated by transactions in connection with the dissolution and liquidation of the Partnership shall be distributed in accordance with Section 8.1A hereof.

Distributions Upon Dissolution. A. (i) Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4 hereof, the Managing Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "“Proceeds of Liquidation"”) shall be applied and distributed in the following order of priority: (ia) To the payment of debts and liabilities of the Partnership, including the expenses of liquidation, but expressly excluding all Capital Contributions of all Partners (General Partners, Class I Subordinated Limited Partners, Class II Subordinated Limited Partners and Subordinated Limited Partners), the return of all of such Capital Contributions are provided for below and all of which is equity capital of the Partnership. (iib) To the payment of any accrued but unpaid amounts due under Section 8.1 8.2A hereof. (iiic) To the repayment of the Capital Contributions of the Limited Partners. (ivd) To the repayment of the Capital Contributions of the Class I Subordinated Limited Partners (v) To the repayment of the Capital Contributions of the Class II Subordinated Limited Partners. (vie) To the repayment of the General Partners' ’ Adjusted Capital Contributions. (viif) The balance of the Proceeds of Liquidation, if any, shall be distributed to the General Partners in proportion to their respective General Partner Percentages. B. (ii) Notwithstanding the foregoing, in the event the Managing Partner shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Managing Partner, in order to avoid such loss, may, after having given Notice to all the LimitedsLimited Partners and Subordinated Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. C. (iii) Net Income generated by transactions in connection with the dissolution and liquidation of the Partnership shall be allocated and distributed in accordance with Sections 8.1A and 8.2A hereof (excluding for these purposes Section 8.1A 8.2A(ii) hereof), respectively.

Distributions Upon Dissolution. A. (i) Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4 hereof, the Managing Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "“Proceeds of Liquidation"”) shall be applied and distributed in the following order of priority: (ia) To the payment of debts and liabilities of the Partnership, including the expenses of liquidation, but expressly excluding all Capital Contributions of all Partners (General Partners, Class I Limited Partners and Subordinated Limited Partners, Class II Subordinated Limited Partners and Limited Partners), the return of all of such Capital Contributions are provided for below and all of which is equity capital of the Partnership.; (iib) To the payment of any accrued but unpaid amounts due under Section 8.1 8.2A hereof.; (iiic) To the repayment of the Capital Contributions of the Limited Partners.; (ivd) To the repayment of the Capital Contributions of the Class I Subordinated Limited Partners; (v) To the repayment of the Capital Contributions of the Class II Subordinated Limited Partners. (vie) To the repayment of the General Partners' ’ Adjusted Capital Contributions.; and (viif) The Except as otherwise provided in Sections 8.4 or 8.5 hereof, the balance of the Proceeds of Liquidation, if any, shall be distributed to the General Partners in proportion to their respective General Partner Percentages. B. (ii) Notwithstanding the foregoing, in the event the Managing Partner shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Managing Partner, in order to avoid such loss, may, after having given Notice to all the LimitedsLimited Partners and Subordinated Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. C. (iii) Net Income generated by transactions in connection with the dissolution and liquidation of the Partnership shall be allocated and distributed in accordance with Sections 8.1A and 8.2A hereof (excluding for these purposes Section 8.1A 8.2A(ii) hereof), respectively.

Distributions Upon Dissolution. A. (i) Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4 hereof, the Managing Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "“Proceeds of Liquidation"”) shall be applied and distributed in the following order of priority: (ia) To the payment of debts and liabilities of the Partnership, including the expenses of liquidation, but expressly excluding all Capital Contributions of all Partners (General Partners, Class I Subordinated Limited Partners, Class II Subordinated Limited Partners and Subordinated Limited Partners), the return of all of such Capital Contributions are provided for below and all of which is equity capital of the Partnership.; (iib) To the payment of any accrued but unpaid amounts due under Section 8.1 8.2A hereof.; (iiic) To the repayment of the Capital Contributions of the Limited Partners.; (ivd) To the repayment of the Capital Contributions of the Class I Subordinated Limited Partners; (v) To the repayment of the Capital Contributions of the Class II Subordinated Limited Partners. (vie) To the repayment of the General Partners' ’ Adjusted Capital Contributions.; and (viif) The balance of the Proceeds of Liquidation, if any, shall be distributed to the General Partners in proportion to their respective General Partner Percentages. B. (ii) Notwithstanding the foregoing, in the event the Managing Partner shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Managing Partner, in order to avoid such loss, may, after having given Notice to all the LimitedsLimited Partners and Subordinated Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. C. (iii) Net Income generated by transactions in connection with the dissolution and liquidation of the Partnership shall be allocated and distributed in accordance with Sections 8.1A and 8.2A hereof (excluding for these purposes Section 8.1A 8.2A(ii) hereof), respectively.

Distributions Upon Dissolution. A. (i) Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4 hereof, the Managing Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "“Proceeds of Liquidation"”) shall be applied and distributed in the following order of priority: (i) a. To the payment of debts and liabilities of the Partnership, including the expenses of liquidation, but expressly excluding all Capital Contributions of all Partners (General Partners, Class I Subordinated Limited Partners, Class II Subordinated Limited Partners and Subordinated Limited Partners), the return of all of such Capital Contributions are provided for below and all of which is equity capital of the Partnership. (ii) b. To the payment of any accrued but unpaid amounts due under Section 8.1 hereof. (iii) c. To the repayment of the Capital Contributions of the Limited Partners. (iv) d. To the repayment of the Capital Contributions of the Class I Subordinated Limited Partners (v) To the repayment of the Capital Contributions of the Class II Subordinated Limited Partners. (vi) e. To the repayment of the General Partners' ’ Adjusted Capital Contributions. (vii) f. The balance of the Proceeds of Liquidation, if any, shall be distributed to the General Partners in proportion to their respective General Partner Percentages. B. (ii) Notwithstanding the foregoing, in the event the Managing Partner shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the Managing Partner, in order to avoid such loss, may, after having given Notice to all the LimitedsLimited Partners and Subordinated Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership debts and obligations, or distribute the assets to the Partners in kind. C. (iii) Net Income generated by transactions in connection with the dissolution and liquidation of the Partnership shall be allocated and distributed in accordance with Section Sections 8.1A and 8.2A hereof, respectively.