Common use of Liquidation A Clause in Contracts

Liquidation A. As soon as practical after the dissolution of the Partnership, the General Partners, or if there are no General Partners, any Limited Partner or the liquidating trustee under the Act, as the case may be, shall give Notification to all the Limited Partners and Unitholders of such fact and shall prepare a plan as to whether and in what manner the Partnership Property shall be liquidated. By the Majority Vote of the Unitholders, the assets of the Partnership, subject to its liabilities (and the establishment of reserves, if necessary, for such liabilities), may be transferred to a successor Entity, upon such terms and conditions as are then agreed upon. B. Unless the Unitholders agree to transfer the assets of the Partnership, subject to its liabilities, to a successor Entity pursuant to Section 8.2A, upon dissolution of the Partnership, the General Partners, any Limited Partner or the liquidating trustee under the Act, as the case may be, shall liquidate the Partnership Property, and apply and distribute the proceeds thereof in accordance with Section 4.4. A Partner or an Affiliate of a Partner may purchase such assets with the Consent of the Unitholders. C. Notwithstanding the provisions of Section 8.2B. in the event the General Partners, any Limited Partner, or the liquidating trustee under the Act, as the case may be, shall determine that an immediate sale of all or a portion of the Partnership Property would cause undue loss to the Partners and Unitholders, the General Partners, any Limited Partner, or the liquidating trusee under the Act, as the case may be, in order to avoid such loss, may, after having given Notification to all the Unitholders and Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership, or distribute the assets in kind to a liquidating trust to be held for the benefit of the Unitholders and Partners.

Appears in 3 contracts

Samples: Brown Benchmark Properties Limited Partnership, Brown Benchmark Properties Limited Partnership, Brown Benchmark Properties Limited Partnership

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Liquidation A. As soon as practical after the dissolution of the Partnership, the General PartnersPartner, or if there are is no General PartnersPartner, any Limited Partner or the liquidating trustee under the Act, as the case may be, shall give Notification to all the Limited Partners and Unitholders Investors of such fact and shall prepare a plan as to whether and in what manner the assets of the Partnership Property shall be liquidated. By the Majority Vote of the UnitholdersInvestors, the assets of the Partnership, subject to its liabilities (and the establishment of reserves, if necessary, for such liabilities), may be transferred to a successor Entity, upon such terms and conditions as are then agreed upon. B. Unless the Unitholders Investors agree to transfer the assets of the Partnership, subject to its liabilities, to a successor Entity pursuant to Section 8.2A, upon dissolution of the Partnership, the General PartnersPartner, any Limited Partner or the liquidating trustee under the Act, as the case may be, shall liquidate the Partnership Propertyassets of the Partnership, and apply and distribute the proceeds thereof in accordance with Section 4.4. A Partner or an Affiliate of a Partner may purchase such assets with the Consent of the Unitholders. C. Notwithstanding the provisions of Section 8.2B. 8.2B, in the event the General Partners, Partner or any Limited Partner, or the liquidating trustee agent under the Act, as the case may be, shall determine that an immediate sale of all or a portion of the assets of the Partnership Property would cause undue loss to the Partners and UnitholdersInvestors, the General Partners, any Limited Partner, Partner or the liquidating trusee agent under the Act, as the case may be, in order to avoid such loss, may, after having given Notification to all the Unitholders Investors and Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership, or distribute the assets in kind to a liquidating trust to be held for the benefit of the Unitholders Investors and Partners.

Appears in 2 contracts

Samples: Realty Parking Properties Ii Lp, Realty Parking Properties Ii Lp

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Liquidation A. As soon as practical after the dissolution of the PartnershipFund, the General Partners, or if there are no General Partners, any Limited Partner or the liquidating trustee under the Act, as the case may be, shall give Notification to all the Limited Partners and Unitholders Investors of such fact and shall prepare a plan as to whether and in what manner the Partnership Fund Property shall be liquidated. By the Majority Vote of the UnitholdersInvestors, the assets of the PartnershipFund, subject to its liabilities (and the establishment of reserves, if necessary, for such liabilities), may be transferred to a successor Entity, upon such terms and conditions as are then agreed upon. B. Unless the Unitholders Investors agree to transfer the assets of the PartnershipFund, subject to its liabilities, to a successor Entity pursuant to Section 8.2A, upon dissolution of the PartnershipFund, the General Partners, any Limited Partner or the liquidating trustee under the Act, as the case may be, shall liquidate the Partnership Fund Property, and apply and distribute the proceeds thereof in accordance with Section 4.4. A Partner or an Affiliate of a Partner may purchase such assets with the Consent of the UnitholdersInvestors. C. Notwithstanding the provisions of Section 8.2B. 8.2B, in the event the General Partners, any Limited Partner, or the liquidating trustee under the Act, as the case may be, shall determine that an immediate sale of all or a portion of the Partnership Fund Property would cause undue loss to the Partners and UnitholdersInvestors, the General Partners, any Limited Partner, or the liquidating trusee trustee under the Act, as the case may be, in order to avoid such loss, may, after having given Notification to all the Unitholders Investors and Limited Partners, either defer liquidation of, and withhold from distribution for a reasonable time, any assets of the PartnershipFund, or distribute the assets in kind to a liquidating trust to be held for the benefit of the Unitholders Investors and Partners.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Meridian Healthcare Growth & Income Fund LTD Partnership), Limited Partnership Agreement (Meridian Healthcare Growth & Income Fund LTD Partnership)

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