Liquidating Partner. Upon the occurrence of any Event of Dissolution described in Section 10.2, the Management Committee or its designee shall act as the “Liquidating Partner” and shall immediately proceed to wind up the affairs of the Partnership and liquidate it in the manner prescribed by this Section.
Liquidating Partner. Upon dissolution of the Partnership pursuant to a Liquidating Event, the General Partner shall be, or if there is no General Partner, then such person as shall be designated by the Limited Partner shall be, the liquidating Partner (the "LIQUIDATING PARTNER").
Liquidating Partner. The Liquidating Partner is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Partners, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Partnership all papers which shall be necessary or desirable to effect the dissolution and termination of the Partnership in accordance with the provisions of this Article XII hereof. Notwithstanding the foregoing, each Partner, upon the request of the Liquidating Partner shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Partner shall reasonably request to effectuate the proper dissolution and termination of the Partnership, including the winding up of the business of the Partnership.
Liquidating Partner. As defined in Section 11.2.
Liquidating Partner. The Liquidating Partner will be allowed a reasonable time and, if the Liquidating Partner is not the General Partner, be paid a reasonable fee for the orderly liquidation of the Partnership. As soon as practicable after the liquidation, each of the Partners will be furnished with a statement of the Partnership's financial condition on the date of liquidation, prepared by the Partnership's accountants, showing the Partnership assets and liabilities in reasonable detail.
Liquidating Partner. [NAME OF PARTNER] shall be the liquidating partner.
Liquidating Partner. If the dissolution of the Partnership is caused by circumstances under which there is no surviving General Partner or if the dissolution is caused by a wrongful act of the General Partner, then the Limited Partner shall proceed to wind up the business affairs of the Partnership. In such event, the Limited Partner shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever arising out of or incidental to the Limited Partner’s taking of any action authorized under, or within the scope of this Agreement; provided, however, that the Limited Partner shall not be entitled to indemnification where the claims at issue arose out of:
(a) A matter unrelated to the Limited Partner’s action under the provisions of this Agreement; or
(b) The gross negligence or willful misconduct of the Limited Partner. The Limited Partner is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Partners, such appointment being coupled with an interest, to make, execute, sign, acknowledge, verify and file with respect to the Partnership all papers which shall be necessary or desirable to effect the dissolution and termination of the Partnership in accordance with the provisions of this Section. Without limiting the foregoing, the Limited Partner shall, upon the final dissolution and termination of the Partnership in accordance with the provisions of Section 9.1 hereof, file an appropriate certificate to such effect in the proper governmental office or offices under the Delaware Revised Uniform Limited Partnership Act as then in effect. Notwithstanding the foregoing, each Partner, upon the request of the Limited Partner, shall promptly execute, acknowledge, verify and deliver all such documents, certificates and other instruments as the Limited Partner shall reasonably request to effectuate the proper dissolution and termination of the Partnership, including the winding up of the business of the Partnership, pursuant to this Section 9.4.
Liquidating Partner. The Liquidating Partner is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Partners, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the company in accordance with the provisions of this Article XI. Notwithstanding the foregoing, each Partner, upon the request of the Liquidating Partner or the Executive Committee, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Partner or the Executive Committee shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.
Liquidating Partner. The Liquidating Partner shall, upon the final dissolution of the Partnership, file an appropriate certificate to such effect in the proper governmental office or offices under the Act as then in effect. Notwithstanding the foregoing, each Partner, upon the request of the Liquidating Partner, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Partner shall reasonably request to effectuate the proper dissolution, liquidation and termination of the Partnership, including the winding up of the business of the Partnership. Within ninety (90) days after the dissolution and complete liquidation of the Partnership, the Liquidating Partner shall furnish to each of the Partners a financial statement for the period from the first day of the then current fiscal year through the date of such complete liquidation certified by the Partnership’s certified public accountants. Such statement shall include a Partnership statement of operations for such period and a Partnership balance sheet as of the date of such complete liquidation.
Liquidating Partner. That Partner or other Person designated upon the dissolution and winding up of the Partnership to liquidate the Partnership assets and the Partnership business pursuant to Article 15.
