Common use of Liquidating Actions Clause in Contracts

Liquidating Actions. The Liquidator will liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) First, to the payment of the Partnership’s debts and obligations to its creditors (including Partners), including sales commissions and other expenses incident to any sale of the assets of the Partnership, in order of the priority provided by law. (ii) Second, to the establishment of and additions to such reserves as the Board deems necessary or appropriate. (iii) Third, to the Partners, in accordance with Section 7.2. The reserves established pursuant to clause (ii) above will be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Board deems advisable, such reserves will be distributed to the Partners in accordance with Section 7.2 in the manner provided above in this Section 10.2(b). The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Partner immediately prior to the distribution of the Partnership’s assets pursuant to this Section 10.2(b) being equal to the amount distributable to such Partner pursuant to this Section 10.2(b).

Liquidating Actions. The Liquidator will liquidate the assets of the Partnership Company and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) First, to the payment of the PartnershipCompany’s debts and obligations to its creditors (including PartnersMembers), including sales commissions and other expenses incident to any sale of the assets of the PartnershipCompany, in order of the priority provided by law. (ii) Second, to the establishment of and additions to such reserves as the Board deems necessary or appropriate. (iii) Third, to the PartnersMembers, in accordance with Section 7.2. The reserves established pursuant to clause (ii) above will be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Board deems advisable, such reserves will be distributed to the Partners Members in accordance with Section 7.2 in the manner provided above in this Section 10.2(b). The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Partner Member immediately prior to the distribution of the PartnershipCompany’s assets pursuant to this Section 10.2(b) being equal to the amount distributable to such Partner Member pursuant to this Section 10.2(b).