Common use of Liquidation and Final Distribution of Proceeds Clause in Contracts

Liquidation and Final Distribution of Proceeds. Upon the dissolution of the Fund, the Fund shall thereafter engage in no further business other than that which is necessary to wind up the business, and General Partner or a liquidating trustee appointed by General Partner shall liquidate all Fund Assets and distribute the cash proceeds therefrom. A reasonable time shall be allowed for the winding up of the affairs of the Fund in order to minimize any losses attendant upon such a winding up. The liquidator shall use commercially reasonable efforts to dispose of or distribute all Fund Assets within one year of dissolution. In the event the liquidator believes that it is prudent to do so, cash or other assets held in reserve may be placed in a liquidating trust or other escrow immediately prior to the termination of the Fund in order to ensure that any and all obligations of the Fund are satisfied. The cash proceeds from the liquidation of Fund Assets shall be applied or distributed by the Fund in the following order: first, to the creditors of the Fund (including any Partners that are creditors to the extent permitted by law), in satisfaction of liabilities of the Fund and as reasonable reserves therefor; and thereafter, to the Partners in accordance with this Agreement. Notwithstanding any other term in this Agreement, in the event that General Partner or other liquidator determines that an immediate sale of all or any portion of the Securities or other Fund Assets would cause undue loss to the Partners, General Partner or other liquidator, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Securities or other Fund Assets except those necessary to satisfy the Fund’s debts and obligations, or distribute such Securities or other Fund Assets to the Partners in-kind (subject to the priorities set forth in this section).