Common use of Liquidation and Winding Up Clause in Contracts

Liquidation and Winding Up. 8.3.1 If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the General Partner, if it is not then a Terminated Partner (or, if the General Partner is a Terminated Partner, the Limited Partner) (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3, the "Liquidator") shall commence to wind up the affairs of the Partnership and to liquidate and sell its assets as reasonably Approved by the Partners other than Terminated Partners as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter into. No Liquidator who is a Partner shall be paid any compensation or fee for conducting the liquidation of the Partnership. 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. The holders of interests in the Partnership shall continue to share income and losses during the period of liquidation in accordance with Article 4. 8.3.3 If a Partner or an Affiliate of a Partner desires to purchase any of the Partnership's remaining assets, the price, terms and conditions of such purchase shall be subject to the Approval of the Partners. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a Partner shall have and may exercise all of the powers conferred upon a General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the liquidation period.

Liquidation and Winding Up. 8.3.1 If Upon the occurrence of a Liquidation Event, unless an election to continue the business of the Partnership is dissolved for any reason and is not reconstituted made pursuant to Section 8.4.113.02 hereof, the General PartnerPartnership shall continue solely for the purpose of winding up its affairs in an orderly manner, if it liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not then a Terminated Partner (or, if the General Partner is a Terminated Partnernecessary or appropriate for, the Limited Partner) (winding up of the Partnership’s business and affairs, and no Partner who is not a Terminated Partnershall receive any additional compensation for any services performed pursuant to this Article XIII. In that event, the Management Committee, or any such other Person empowered to liquidate the Partnership under this Section 8.3person as may be authorized by law, the "Liquidator") shall commence to shall, as soon as practicable, wind up the affairs of the Partnership and to liquidate and sell its or distribute the assets as reasonably Approved by the Partners other than Terminated Partners as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject promptly as is consistent with obtaining the fair value thereof and the proceeds therefrom, to the limitations hereinafter set forthextent sufficient therefor, shall be applied and distributed in the following order: (i) which to the payment of all debts and liabilities of the Partnership, including, without limitation, all amounts owing to a Partner under any agreement between the Partnership may thereafter enter into. No Liquidator who is and the Partner entered into by the Partner other than in its capacity as a Partner shall be paid any compensation or fee for conducting in the Partnership; (ii) to the payment of expenses of liquidation of the Partnership., including, without limitation, such expenses reasonably incurred by any General Partner; 8.3.2 The Liquidator shall proceed with (iii) to the establishment of a reserve which the Management Committee (or such liquidation in as expeditious a manner as is other authorized person) may deem reasonably practicable. The holders necessary for any contingent liabilities or unforeseen obligations of interests in the Partnership (which reserves shall continue be held in escrow); (iv) to share income the payment and losses during the period discharge of liquidation all debts and liabilities owed to Partners not covered in Section 13.03(i) hereof; and (v) to pay each Partner in accordance with each Partner’s positive Capital Account balance, as adjusted pursuant to Article 4. 8.3.3 VI for all transactions up to and including such Liquidation Event. If a Partner or an Affiliate any reserve is established pursuant to Section 13.03(a), any amount remaining therein after payment of a Partner desires to purchase any of all expenses and other debts for which the Partnership's remaining assets, the price, terms and conditions of such purchase reserve was established shall be subject distributed pursuant to the Approval of the Partners. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a Partner shall have and may exercise all of the powers conferred upon a General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the liquidation periodSubsection.

Liquidation and Winding Up. 8.3.1 If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the General Partner, if it is not then a Terminated Partner (or, if the General Partner is a Terminated Partner, the Limited Partner) (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3, the "Liquidator") shall commence to wind up the affairs of the Partnership and to liquidate and sell its assets as reasonably Approved by the Partners other than Terminated Partners as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter into. No Liquidator who is a Partner shall be paid any compensation or fee for conducting the liquidation of the Partnership. 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. The holders of interests in the Partnership shall continue to share income and losses during the period of liquidation in accordance with Article 4. 8.3.3 If a Partner or an Affiliate of a Partner desires to purchase any of the Partnership's remaining assets, the price, terms and conditions of such purchase shall be subject to the Approval of the Partners. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a Partner shall have and may exercise all of the powers conferred upon a General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the liquidation period. 8.3.5 If (i) the Partnership is dissolved for any reason and is not reconstituted and continued pursuant to Section 8.4.1, (ii) both Partners have become Bankrupt or been dissolved, and (iii) within ninety (90) days following the date of dissolution a [40] 45 Liquidator or successor Liquidator has not been appointed by remaining Partners pursuant to Section 8.3.1, any interested party shall have the right to seek judicial supervision of the winding up of the Partnership pursuant to the Act. 8.3.6 After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may establish, for a period Approved by the Partners not to exceed eighteen (18) months after the date the liquidation is complete, such cash reserves as the Liquidator may reasonably deem necessary for any contingent or unforeseen liabilities or obligations of the Partnership.

Liquidation and Winding Up. 8.3.1 If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the Blackstone General Partner, if it is not then a Terminated Partner (or, if the General Partner is a Terminated Partner, the Limited Partner) (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3, the "Liquidator") ), shall commence to wind up the affairs of the Partnership and to liquidate and sell its assets as reasonably or otherwise dispose of and the Properties and any other asset of the Partnership (unless the distribution of any Partnership asset or interests therein in-kind to the Partners is Approved by the Partners other than Terminated General Partners) in an orderly manner as Approved by the General Partners as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated General Partners. Any Liquidator other than the Partners Blackstone General Partner shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter into. No Liquidator who is a Partner or an Affiliate of a Partner shall be paid any compensation or fee for conducting the liquidation of the Partnership. 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. The holders of interests in the Partnership shall continue to share income and losses during the period of liquidation in accordance with Article 4. 8.3.3 If a Partner or an Affiliate of a Partner desires to purchase any of the Partnership's remaining assets, the price, terms and conditions of such purchase shall be subject to the Approval of the General Partners. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a the Blackstone General Partner shall have and may exercise all of the powers conferred upon a the Blackstone General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the Liquidation Period. 8.3.5 If (i) the Partnership is dissolved for any reason (ii) the General Partners have become Bankrupt or been dissolved, and (iii) within ninety (90) days following the date of dissolution a Liquidator or successor Liquidator has not been appointed by remaining Partners pursuant to Section 8.3.1, any interested party shall have the right to seek judicial supervision of the winding up of the Partnership pursuant to the Act. 8.3.6 After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may establish, for a period not to exceed eighteen (18) months after the date the liquidation periodis complete, such cash reserves as the General Partners may Approve to be necessary for any contingent or unforeseen liabilities or obligations of the Partnership.

Liquidation and Winding Up. 8.3.1 If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, each of the Xxxx-Xxxx Limited Partner and the Managing General Partner, if it is not then a Terminated Partner (or, if the General unless such Partner is a Terminated Partner, the Limited Partner) Partner or has committed a Removal Default (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3collectively, the "Liquidator") shall commence to wind up the affairs of the Partnership and Partnership, to liquidate and sell its assets the Properties and to liquidate the Investment Entities in an orderly manner as reasonably Approved by the Partners other than Terminated Partners (subject to Section 5.10(i)) as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter intoPartnership. No Liquidator who is a Partner shall be paid any compensation or fee for conducting the liquidation of the PartnershipPartnership or any Investment Entity. Notwithstanding anything to the contrary contained in this Agreement, if one Partner Group has the unilateral right (without the Approval of the other Partner Group) to cause the sale or other disposition of a Property or Investment under any provision of this Agreement, such Partner Group shall be the Liquidator with respect to such Property or Investment and may sell or otherwise dispose of such Property or Investment on such terms as shall be Approved by such Partner Group (whether during the term of the Partnership or in liquidation), subject, however, to the restrictions on transfers of such Property or Investment to Affiliates of such Partner Group that are contained in this Agreement (including Section 5.11). 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. The holders of interests in the Partnership shall continue to share income and losses during the period of liquidation in accordance with Article 4. 8.3.3 If a Partner or an Affiliate of a Partner desires to purchase any of the Partnership's remaining assets, the price, terms and conditions of such purchase shall be subject to the Approval of the PartnersPartners and the restrictions described in this Agreement (including Section 5.11) on transactions with Affiliates. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a Partner shall have and may exercise all of the powers conferred upon a the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the Liquidation Period. 8.3.5 If (i) the Partnership is dissolved for any reason and is not reconstituted and continued pursuant to Section 8.4.1, (ii) all General Partners have become Bankrupt or been dissolved, and (iii) within ninety (90) days following the date of dissolution a Liquidator or successor Liquidator has not been appointed by the remaining Partners pursuant to Section 8.3.1, any interested party shall have the right to seek judicial supervision of the winding up of the Partnership pursuant to the Act. 8.3.6 After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator shall establish, for a period not to exceed twelve (12) months after the date the liquidation periodis complete, such cash reserves as are reasonably necessary for any foreseeable, contingent or unforeseen liabilities or obligations of the Partnership, the Investment Entities or the Partners or their Affiliates with respect to the Partnership obligations. 8.3.7 After the liquidation of the Partnership or the acquisition of an Investment or Property from the Partnership by a Partner Group, the Partners and/or their Affiliates may employ Persons who previously were employed by the Partnership or an Investment Entity, PROVIDED, HOWEVER, that neither the Xxxx-Xxxx Partners nor the Highridge Partners may engage the services of any Partnership or Investment Entity employee (other than any on-site employee of a Property in which all of the interests of the Partners have been acquired by one Partner Group if such employee has no responsibilities with respect to any other Property owned by the Partnership or an Investment Entity, E.G., a day xxxxxx) except upon six months' prior notice to the other (whether within the first twelve (12) months after the liquidation of the Partnership or otherwise), and no employee of the Partnership shall render services simultaneously to the Partnership or an Investment Entity and to any Partner or its Affiliates without the Approval of both the Xxxx-Xxxx Partners and the Highridge Partners. 8.3.8 This Section 8.3.8 shall apply if Partnership assets or Investment Entity assets are sold for consideration that includes notes payable to the Partnership (or payable to an Investment Entity) or interests in a REIT, and the provisions of this Section 8.3.8 shall apply notwithstanding any other provision of this Agreement. (a) To the extent such consideration includes notes payable, such notes payable shall, upon receipt by the Partnership or any Investment Entity, be distributed in-kind to the Partners. The Gross Asset Value of such notes at the time of such distribution shall be the principal amount payable under such notes if held to maturity. Each Partner shall have an undivided interest in such notes equal to the percentage obtained by multiplying the Gross Asset Value of such notes by a fraction whose numerator equals the amount such Partner would receive under Sections 4.1 and 4.2 if cash equal to such Gross Asset Value were paid to the Partner pursuant to such Sections as loan repayments or distributions instead of such notes, and whose denominator equals such Gross Asset Value. The Partner shall own such notes pursuant to a tenancy-in-common agreement to be reasonably Approved by the Partners at the time of such disposition (such tenancy-in-common agreement shall be prepared at Partnership expense). (b) To the extent such consideration consists of interests in a REIT, such interests shall, upon receipt by the Partnership or any Investment Entity, be distributed in-kind to the Partners except as otherwise set forth below in Section 8.3.8(c). The Gross Asset Value of such interests at the time of such distribution ("REIT Share Value") shall be: (i) in the case of publicly traded stock, the share price at the time of such receipt by the Partnership multiplied by the number of shares of stock received by the Partnership; (ii) in the case of interests that are convertible into publicly traded stock, the share price (at the time of the receipt by the Partnership of such interests) of such publicly traded stock multiplied by the number of shares of such stock into which such interests are convertible; (iii) in the case of interests that are neither publicly traded nor convertible into publicly traded stock, the value of the property of the Partnership or Investment Entity disposed of to the REIT as set forth in the documents pursuant to which such disposition was made to the REIT (or if no such value is set forth in such documents, the fair market value of such property determined under Section 5.10(iii), such determination to be made without regard to any restrictions to which such interests are subject or any minority or liquidity discount with respect thereto). Each Partner shall receive a distribution of such portion of the interests in the REIT equal to the percentage obtained by multiplying the aggregate REIT Share Value of all interests in the REIT that are received by the Partnership or Investment Entity by a fraction (A) whose numerator equals the amount such Partner would receive under Sections 4.1 and 4.2 if cash equal to such aggregate REIT Share Value were paid to the Partners pursuant to such Sections as loan repayments or distributions instead of such interests in the REIT, and (B) whose denominator equals such aggregate REIT Share Value. (c) Notwithstanding the provisions of Section 8.3.8(b), distributions of interests in a REIT shall not be required (unless otherwise Approved by the General Partners) for so long as such distribution is prohibited by the documents pursuant to which such interests were received (the Partners conducting the transaction with the REIT shall make reasonable, good faith attempts to avoid such a prohibition). If the interests in the REIT are not distributed to the Partners at the time of their receipt by reason of the operation of this Section 8.3.8(c), (I) such interests shall nevertheless be deemed to have been distributed to the Partners, for all purposes of this Agreement, at the time of their receipt by the Partnership or Investment Entity in proportion to the percentage thereof that each Partner would receive if such interests were distributed at the time receipt under Section 8.3.8(b), and (II) upon the ultimate distribution of such interests in the REIT or the proceeds from the sale or other disposition thereof by the Partnership, each Partner shall receive the percentage thereof determined pursuant to clause (I) of this Section 8.3.8

Liquidation and Winding Up. 8.3.1 If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, each of the Xxxx-Xxxx Limited Partner and the Managing General Partner, if it is not then a Terminated Partner (or, if the General unless such Partner is a Terminated Partner, the Limited Partner) Partner or has committed a Removal Default (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3collectively, the "Liquidator") shall commence to wind up the affairs of the Partnership and Partnership, to liquidate and sell its assets the Properties and to liquidate the Investment Entities in an orderly manner as reasonably Approved by the Partners other than Terminated Partners (subject to Section 5.10(i)) as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter intoPartnership. No Liquidator who is a Partner shall be paid any compensation or fee for conducting the liquidation of the PartnershipPartnership or any Investment Entity. Notwithstanding anything to the contrary contained in this Agreement, if one Partner Group has the unilateral right (without the Approval of the other Partner Group) to cause the sale or other disposition of a Property or Investment under any provision of this Agreement, such Partner Group shall be the Liquidator with respect to such Property or Investment and may sell or otherwise dispose of such Property or Investment on such terms as shall be Approved by such Partner Group (whether during the term of the Partnership or in liquidation), subject, however, to the restrictions on transfers of such Property or Investment to Affiliates of such Partner Group that are contained in this Agreement (including Section 5.11). 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. The holders of interests in the Partnership shall continue to share income and losses during the period of liquidation in accordance with Article 4. 8.3.3 If a Partner or an Affiliate of a Partner desires to purchase any of the Partnership's remaining assets, the price, terms and conditions of such purchase shall be subject to the Approval of the PartnersPartners and the restrictions described in this Agreement (including Section 5.11) on transactions with Affiliates. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a Partner shall have and may exercise all of the powers conferred upon a the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the Liquidation Period. 8.3.5 If (i) the Partnership is dissolved for any reason and is not reconstituted and continued pursuant to Section 8.4.1, (ii) all General Partners have become Bankrupt or been dissolved, and (iii) within ninety (90) days following the date of dissolution a Liquidator or successor Liquidator has not been appointed by the remaining Partners pursuant to Section 8.3.1, any interested party shall have the right to seek judicial supervision of the winding up of the Partnership pursuant to the Act. 8.3.6 After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator shall establish, for a period not to exceed twelve (12) months after the date the liquidation periodis complete, such cash reserves as are reasonably necessary for any foreseeable, contingent or unforeseen liabilities or obligations of the Partnership, the Investment Entities or the Partners or their Affiliates with respect to the Partnership obligations.

Liquidation and Winding Up. 8.3.1 If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the General Partner, if it is not then a Terminated Partner (or, if the General Partner is a Terminated Partner, the Limited Partner) (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3, the "Liquidator") shall commence to wind up the affairs of the Partnership and to liquidate and sell its assets as reasonably Approved by the Partners other than Terminated Partners as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter into. No Liquidator who is a Partner shall be paid any compensation or fee for conducting the liquidation of the Partnership. 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. The holders of interests in the Partnership shall continue to share income and losses during the period of liquidation in accordance with Article 4. 8.3.3 If a Partner or an Affiliate of a Partner desires to purchase any of the Partnership's remaining assets, the price, terms and conditions of such purchase shall be subject to the Approval of the Partners. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a Partner shall have and may exercise all of the powers conferred upon [40] 45 a General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the liquidation period. 8.3.5 If (i) the Partnership is dissolved for any reason and is not reconstituted and continued pursuant to Section 8.4.1, (ii) both Partners have become Bankrupt or been dissolved, and (iii) within ninety (90) days following the date of dissolution a Liquidator or successor Liquidator has not been appointed by remaining Partners pursuant to Section 8.3.1, any interested party shall have the right to seek judicial supervision of the winding up of the Partnership pursuant to the Act. 8.3.6 After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may establish, for a period Approved by the Partners not to exceed eighteen (18) months after the date the liquidation is complete, such cash reserves as the Liquidator may reasonably deem necessary for any contingent or unforeseen liabilities or obligations of the Partnership.