Common use of Liquidation and Winding Up Upon Dissolution Clause in Contracts

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 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(c10.5 (c) hereof, shall be applied by the Liquidators in accordance with Section 10.6 hereof.