Liquidation and Winding Up Upon Dissolution Clause Samples

Liquidation and Winding Up Upon Dissolution. If the Partnership is dissolved and if the Electing Partners do not make the election provided for in Section 10.4 hereof, the Partnership shall be wound up and liquidated in accordance with the requirements of law and the following provisions: (a) The right to wind up the Partnership's affairs and to supervise its liquidation shall be exercised jointly by all Partners (the "Liquidators"). (b) Upon dissolution, the Liquidators shall ensure that an account is taken as soon as practicable of all property, assets and liabilities of the Partnership. (c) Each Partner shall pay to the Partnership all amounts owed by it to the Partnership, together with such Partner's share of contributions required by law and this Agreement to be made by the Partners for the payment of liabilities. (d) The assets and property of the Partnership or the proceeds of any sale thereof, together with contributions received pursuant to Section 10.5(c) hereof, shall be applied by the Liquidators in accordance with Section 10.6 hereof.

Liquidation and Winding Up Upon Dissolution. If the Company is dissolved, the Company shall be wound up and liquidated in accordance with the requirements of law and the following provisions: (a) The right to wind up the Company’s affairs and to supervise its liquidation shall be exercised jointly by all Members (the “Liquidators”). (b) Upon dissolution, the Liquidators shall ensure that an account is taken as soon as practicable of all property, assets and liabilities of the Company. (c) Each Member shall pay to the Company all amounts owed by it to the Company. (d) The assets and property of the Company or the proceeds of any sale thereof, together with contributions received pursuant to Section 10.2(c) hereof, shall be applied by the Liquidators in accordance with Section 10.3 hereof.

Liquidation and Winding Up Upon Dissolution. If the Company is dissolved, the Company shall be wound up and liquidated in accordance with the requirements of law and the following provisions: (a) The right to wind up the Company’s affairs and to supervise its liquidation shall be exercised by the General Manager (the “Liquidator”) under the direction of the Executive Committee representatives other than representatives of a Member then in material default of its obligations to the Company; (b) Upon dissolution, the Liquidator shall ensure that an account is taken as soon as practicable of all property, assets and liabilities of the Company; (c) Each Member shall pay to the Company any amount owed by it to the Company, and the Liquidator shall be empowered and authorized to pursue any claims of the Company against such Member, including claims in any bankruptcy or other court proceeding in lieu of any dispute resolution procedures otherwise required by Section 11.9; and (d) The assets and property of the Company or the proceeds of any sale thereof, together with payment received pursuant to Section 8.2(c), shall be applied by the Liquidator as provided in Section 8.3.