Common use of Liquidating Distributions Clause in Contracts

Liquidating Distributions. Upon dissolution of the Partnership, the Partnership shall be wound up and its assets shall be liquidated. The General Partner or any other Person designated pursuant to Section 10.4 to serve as the liquidator of the Partnership shall cause to be made distributions out of Partnership property (including cash proceeds from the liquidation of Partnership property) in the following manner and order: (a) first, to the satisfaction of all of the Partnership’s debts and other liabilities to creditors (including Partners who are creditors) in the order of priority provided by applicable law or otherwise, including by establishing reserves that the General Partner or such other Person who is winding up the affairs of the Partnership deems necessary, appropriate, advisable or convenient for any contingent, conditional or unmatured liabilities or obligations of the Partnership; provided that, if and when a contingency for which such a reserve has been established shall cease to exist, the monies, if any, then in such reserve shall be distributed as provided in Section 10.2(b) (except to the extent used to satisfy the Partnership’s debts and liabilities or to fund other reserves pursuant to this Section 10.2(a)); and (b) thereafter, upon receipt of such releases, indemnities and refunding agreements as the General Partner or such other Person who is winding up the affairs of the Partnership deems necessary, appropriate, advisable or convenient for its protection, distribute the remaining Partnership property, and subject to Article VI, to the Partners, pro rata in proportion to their Percentage Interests (with any distribution of property being taken into account at the amount described in Section 5.2(b)(ii)); provided that distributions related to Incentive Income shall be made to those Partners who have an interest in such Incentive Income pro rata in proportion to such interests, as determined by the General Partner on a Fund-by- Fund basis. Notwithstanding the foregoing, in the event that the General Partner determines that an immediate sale of all or any portion of Partnership property would cause undue loss to the Partners, the General Partner, in order to avoid such loss, and to the extent not then prohibited by the Act, may defer liquidation of and withhold from distribution for a reasonable time any Partnership property except as necessary to satisfy the Partnership’s debts and other liabilities to creditors.

Liquidating Distributions. Upon dissolution Proceeds from the sales of the Partnership, the Partnership shall be wound up and its ’s assets shall be liquidated. The General Partner or any other Person designated pursuant to Section 10.4 to serve as the liquidator of the Partnership 12.3 shall cause to be made distributions out of Partnership property (including cash proceeds from the liquidation of Partnership property) distributed in one or more installments in the following manner and orderorder of priority: (a) first, Such proceeds shall first be applied to the satisfaction all creditors of all the Partnership (including the payment of expenses of the winding-up, liquidation and dissolution of the Partnership’s debts and other liabilities to creditors (), including Partners who are creditors) in the order of priority provided by applicable law or otherwise, including by establishing reserves that the General Partner or such other Person who is winding up the affairs of the Partnership deems necessary, appropriate, advisable or convenient for any contingent, conditional or unmatured liabilities or obligations creditors of the Partnership; provided that, if and when a contingency for which such a reserve has been established shall cease to exist, the monies, if any, then in such reserve shall be distributed as provided in Section 10.2(b) (except to the extent used to satisfy otherwise permitted by law, either by the Partnership’s debts and liabilities payment thereof or to fund other reserves pursuant to this Section 10.2(a)the making of reasonable provision therefor (including the establishment of reserves, in amounts established by the Managing General Partner or, if applicable, the liquidator); and (b) thereafterThe remaining proceeds, if any, plus any remaining assets of the Partnership, shall be applied and distributed to the Partners in accordance with the positive balances of the Partners’ Capital Accounts, as determined after taking into account all adjustments to Capital Accounts for the Partnership taxable year during which the liquidation occurs, by the end of such taxable year or, if later, within ninety days after the date of such liquidation. For purposes of the application of this Section 12.4 and determining Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution. If a Limited Partner shall, upon receipt the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such releasesLimited Partner to be in violation of any law, indemnities regulation or governmental order, such Limited Partner and refunding agreements as the Managing General Partner or the liquidator shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such other Person who is winding up distribution on mutually agreeable terms. (c) The parties to this Agreement intend that the affairs allocation provisions contained herein shall produce final Capital Account balances of the Partnership deems necessary, appropriate, advisable or convenient for its protection, distribute the remaining Partnership property, and subject Partners that will permit liquidating distributions to Article VI, to the Partners, pro rata in proportion to their Percentage Interests (with any distribution of property being taken into account at the amount described in Section 5.2(b)(ii)); provided that distributions related to Incentive Income shall be made to those the Partners who have an interest pursuant to this Section 12.4 in such Incentive Income pro rata in proportion to such interests, as determined by accordance with their Percentage Interests. To the General Partner on a Fund-by- Fund basis. Notwithstanding the foregoing, in the event extent that the General Partner determines that an immediate sale of all or any portion of Partnership property would cause undue loss allocation provisions contained in this Agreement fail to the Partnersproduce such final adjusted Capital Account balances, the General Partner, in order to avoid (i) such loss, provisions shall be amended if and to the extent not then prohibited necessary to produce such result, (ii) Profits and Losses of the Partnership (or items of gross income and deduction of the Partnership) shall be allocated by the Act, may defer liquidation of Partnership among the Partners for current and withhold from distribution for a reasonable time any Partnership property except as future years if and to the extent necessary to satisfy produce such result, and (iii) the Partnership’s debts and provisions of this sentence shall control notwithstanding any reallocation or adjustment of Profits or Losses (or items thereof) by the Internal Revenue Service or other liabilities to creditorstaxing authority.

Liquidating Distributions. Upon dissolution of the Partnership, the Partnership shall be wound up and its assets shall be liquidated. The General Partner or any other Person designated pursuant to Section 10.4 to serve as the liquidator of the Partnership shall cause to be made distributions out of Partnership property (including cash proceeds from the liquidation of Partnership property) in the following manner and order: (a) first, to the satisfaction of all of the Partnership’s debts and other liabilities to creditors (including Partners who are creditors) in the order of priority provided by applicable law or otherwise, including by establishing reserves that the General Partner or such other Person who is winding up the affairs of the Partnership deems necessary, appropriate, advisable or convenient for any contingent, conditional or unmatured liabilities or obligations of the Partnership; provided that, if and when a contingency for which such a reserve has been established shall cease to exist, the monies, if any, then in such reserve shall be distributed as provided in Section 10.2(b) (except to the extent used to satisfy the Partnership’s debts and liabilities or to fund other reserves pursuant to this Section 10.2(a)); and (b) thereafter, upon receipt of such releases, indemnities and refunding agreements as the General Partner or such other Person who is winding up the affairs of the Partnership deems necessary, appropriate, advisable or convenient for its protection, distribute the remaining Partnership property, and subject to Article VI, to the Partners, pro rata in proportion to their Percentage Interests (with any distribution of property being taken into account at the amount described in Section 5.2(b)(ii)); provided that 45699789.7 - 33 - distributions related to Incentive Income shall be made to those Partners who have an interest in such Incentive Income pro rata in proportion to such interests, as determined by the General Partner on a Fund-by- Fund basis. Notwithstanding the foregoing, in the event that the General Partner determines that an immediate sale of all or any portion of Partnership property would cause undue loss to the Partners, the General Partner, in order to avoid such loss, and to the extent not then prohibited by the Act, may defer liquidation of and withhold from distribution for a reasonable time any Partnership property except as necessary to satisfy the Partnership’s debts and other liabilities to creditors.

Liquidating Distributions. Upon dissolution Proceeds from the sales of the Partnership, the Partnership shall be wound up and its ’s assets shall be liquidated. The General Partner or any other Person designated pursuant to Section 10.4 to serve as the liquidator of the Partnership 12.3 shall cause to be made distributions out of Partnership property (including cash proceeds from the liquidation of Partnership property) distributed in one or more installments in the following manner and orderorder of priority: (a) first, Such proceeds shall first be applied to the satisfaction all creditors of all the Partnership (including the payment of expenses of the winding-up, liquidation and dissolution of the Partnership’s debts and other liabilities to creditors (), including Partners who are creditors) creditors of the Partnership, to the extent otherwise permitted by law, either by the payment thereof or the making of reasonable provision therefor (including the establishment of reserves, in the order of priority provided amounts established by applicable law or otherwise, including by establishing reserves that the General Partner or such other Person who is winding up the affairs of the Partnership deems necessary, appropriate, advisable or convenient for any contingent, conditional or unmatured liabilities or obligations of the Partnership; provided thator, if and when a contingency for which such a reserve has been established shall cease to existapplicable, the monies, if any, then in such reserve shall be distributed as provided in Section 10.2(b) (except to the extent used to satisfy the Partnership’s debts and liabilities or to fund other reserves pursuant to this Section 10.2(a)liquidator); and (b) thereafterThe remaining proceeds, if any, plus any remaining assets of the Partnership, shall be applied and distributed to the Partners in accordance with the positive balances of the Partners’ Capital Accounts, as determined after taking into account all adjustments to Capital Accounts for the Partnership taxable year during which the liquidation occurs, by the end of such taxable year or, if later, within ninety days after the date of such liquidation. For purposes of the application of this Section 12.4 and determining Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution. If a Limited Partner shall, upon receipt the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such releasesLimited Partner to be in violation of any law, indemnities regulation or governmental order, such Limited Partner and refunding agreements as the General Partner or the liquidator shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such other Person who is winding up distribution on mutually agreeable terms. (c) The parties to this Agreement intend that the affairs allocation provisions contained herein shall produce final Capital Account balances of the Partnership deems necessary, appropriate, advisable or convenient for its protection, distribute the remaining Partnership property, and subject Partners that will permit liquidating distributions to Article VI, to the Partners, pro rata in proportion to their Percentage Interests (with any distribution of property being taken into account at the amount described in Section 5.2(b)(ii)); provided that distributions related to Incentive Income shall be made to those the Partners who have an interest pursuant to this Section 12.4 in such Incentive Income pro rata in proportion to such interests, as determined by accordance with their Percentage Interests. To the General Partner on a Fund-by- Fund basis. Notwithstanding the foregoing, in the event extent that the General Partner determines that an immediate sale of all or any portion of Partnership property would cause undue loss allocation provisions contained in this Agreement fail to the Partnersproduce such final adjusted Capital Account balances, the General Partner, in order to avoid (i) such loss, provisions shall be amended if and to the extent not then prohibited necessary to produce such result, (ii) Profits and Losses of the Partnership (or items of gross income and deduction of the Partnership) shall be allocated by the Act, may defer liquidation of Partnership among the Partners for current and withhold from distribution for a reasonable time any Partnership property except as future years if and to the extent necessary to satisfy produce such result, and (iii) the Partnership’s debts and provisions of this sentence shall control notwithstanding any reallocation or adjustment of Profits or Losses (or items thereof) by the Internal Revenue Service or other liabilities to creditorstaxing authority.

Liquidating Distributions. Upon dissolution Proceeds from the sales of the Partnership, the Partnership shall be wound up and its 's assets shall be liquidated. The General Partner or any other Person designated pursuant to Section 10.4 to serve as the liquidator of the Partnership 12.3 shall cause to be made distributions out of Partnership property (including cash proceeds from the liquidation of Partnership property) distributed in one or more installments in the following manner and orderorder of priority: (a) first, Such proceeds shall first be applied to the satisfaction all creditors of all the Partnership (including the payment of expenses of the winding-up, liquidation and dissolution of the Partnership’s debts and other liabilities to creditors (), including Partners who are creditors) creditors of the Partnership, to the extent otherwise permitted by law, either by the payment thereof or the making of reasonable provision therefor (including the establishment of reserves, in the order of priority provided amounts established by applicable law or otherwise, including by establishing reserves that the General Partner or such other Person who is winding up the affairs of the Partnership deems necessary, appropriate, advisable or convenient for any contingent, conditional or unmatured liabilities or obligations of the Partnership; provided thator, if and when a contingency for which such a reserve has been established shall cease to existapplicable, the monies, if any, then in such reserve shall be distributed as provided in Section 10.2(b) (except to the extent used to satisfy the Partnership’s debts and liabilities or to fund other reserves pursuant to this Section 10.2(a)liquidator); and (b) thereafterThe remaining proceeds, if any, plus any remaining assets of the Partnership, shall be applied and distributed to the Partners in accordance with the positive balances of the Partners' Capital Accounts, as determined after taking into account all adjustments to Capital Accounts for the Partnership taxable year during which the liquidation occurs, by the end of such taxable year or, if later, within ninety days after the date of such liquidation. For purposes of the application of this Section 12.4 and determining Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution. If a Limited Partner shall, upon receipt the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such releasesLimited Partner to be in violation of any law, indemnities regulation or governmental order, such Limited Partner and refunding agreements as the General Partner or the liquidator shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such other Person who is winding up distribution on mutually agreeable terms. (c) The parties to this Agreement intend that the affairs allocation provisions contained herein shall produce final Capital Account balances of the Partnership deems necessary, appropriate, advisable or convenient for its protection, distribute the remaining Partnership property, and subject Partners that will permit liquidating distributions to Article VI, to the Partners, pro rata in proportion to their Percentage Interests (with any distribution of property being taken into account at the amount described in Section 5.2(b)(ii)); provided that distributions related to Incentive Income shall be made to those the Partners who have an interest pursuant to this Section 12.4 in such Incentive Income pro rata in proportion to such interests, as determined by accordance with their Percentage Interests. To the General Partner on a Fund-by- Fund basis. Notwithstanding the foregoing, in the event extent that the General Partner determines that an immediate sale of all or any portion of Partnership property would cause undue loss allocation provisions contained in this Agreement fail to the Partnersproduce such final adjusted Capital Account balances, the General Partner, in order to avoid (i) such loss, provisions shall be amended if and to the extent not then prohibited necessary to produce such result, (ii) Profits and Losses of the Partnership (or items of gross income and deduction of the Partnership) shall be allocated by the Act, may defer liquidation of Partnership among the Partners for current and withhold from distribution for a reasonable time any Partnership property except as future years if and to the extent necessary to satisfy produce such result, and (iii) the Partnership’s debts and provisions of this sentence shall control notwithstanding any reallocation or adjustment of Profits or Losses (or items thereof) by the Internal Revenue Service or other liabilities to creditorstaxing authority.

Liquidating Distributions. (a) Upon dissolution or termination as provided in Paragraph 5 hereinabove, all certificates or notices thereof required by law shall be filed and/or recorded, and the Partnership business shall be concluded. The Partners shall thereupon proceed to a liquidation of the Partnership, and the proceeds thereof shall, to the extent available, be distributed in cash and/or subject to liabilities kind as follows: (i) First, to the payment of debts and liabilities of the Partnership, including payment of any loan or advance that may have been made by any Partner to the Partnership in the order of priority as provided by law; (ii) Second, to the expenses and liquidation; (iii) Third, to the setting up of any reserve which the Partners may deem reasonably necessary for any contingent or unforeseen liability or obligation of the Partnership or of the Partners arising out of or in connection with the Partnership. Should the Partners, in their sole and absolute discretion so elect, such reserve shall be paid over to an escrow agent selected by the Partners to be held by such escrow agent for the purpose of disbursing such reserve in payment of any of the aforesaid contingencies, and at the expiration of such period as the Partners shall deem advisable, the balance to be distributed thereafter in the manner hereinafter provided. (iv) Fourth, the remaining property of the Partnership shall be wound up and its assets shall be liquidated. The General Partner or any other Person designated pursuant to Section 10.4 to serve distributed among the Partners as the liquidator of the Partnership shall cause to be made distributions out of Partnership property (including cash proceeds from the liquidation of Partnership property) in the following manner and orderfollows: (a) first, to In the satisfaction of all of the Partnership’s debts and other liabilities to creditors (including Partners who are creditors) in the order of priority provided by applicable law or otherwise, including by establishing reserves that the General Partner or such other Person who is winding up the affairs of event the Partnership deems necessary, appropriate, advisable or convenient for any contingent, conditional or unmatured liabilities or obligations of the Partnership; provided that, if and when a contingency for which such a reserve has assets shall have been established shall cease to existsold, the monies, if any, then in such reserve net proceeds of sale shall be distributed as provided to each Partner in Section 10.2(b) (except to satisfaction of his interest in the extent used to satisfy Partnership in the Partnership’s debts same proportion in which the Partners share profits and liabilities or to fund other reserves losses pursuant to this Section 10.2(a)); andParagraph 11 hereinabove. (b) thereafterIf the Partnership assets have not been sold, upon receipt such assets may, with the consent of all Partners, be distributed in kind, each Partner accepting in satisfaction of his interest in the Partnership an undivided interest in the Partnership's assets, subject to a proportionate share of the Partnership's liabilities, such releases, indemnities undivided interest in assets and refunding agreements proportionate share of liabilities to be in such proportion as the General Partner or such other Person who is winding up the affairs Partners share profits and losses pursuant to Paragraph 11 hereinabove. (c) The amount of the Partnership deems necessary, appropriate, advisable or convenient for its protection, distribute distribution otherwise distributable to a Partner pursuant to Subparagraph 22(a)(iv) hereinabove may be offset by the remaining Partnership property, and subject to Article VI, to amounts owed the complying Partners, pro rata as provided in proportion to their Percentage Interests Paragraph 8, hereinabove and/or the Partnership by such Partner. (with any d) No distribution of property being taken into account at the amount described in Section 5.2(b)(ii)); provided that distributions related to Incentive Income shall be made to those Partners who satisfy any obligation in a lessor priority until the obligations having a priority thereover have an interest been paid in such Incentive Income pro rata in proportion full. Should insufficient funds be available to such interestssatisfy all obligations of the same priority, as determined by the General Partner on a Fund-by- Fund basis. Notwithstanding the foregoingpayment shall be made, in the event that the General Partner determines that an immediate sale of all or any portion of Partnership property would cause undue loss to the Partners, the General Partner, in order to avoid such loss, and to the extent not then prohibited of available funds of the Partnership, pari passu as the available funds bear to the total obligations of the Partnership having the same priority for payment. (e) A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to its creditors so as to enable the Partnership to minimize the normal losses attendant upon a liquidation. The Partnership shall furnish each of the Partners with a certified statement prepared by the ActPartnership's accountant, may defer liquidation which shall set forth the assets and liabilities of the Partnership as of the date of complete termination and withhold from distribution for a reasonable time any Partnership property except as necessary to satisfy the Partnership’s debts and other liabilities to creditorsliquidation.