Common use of Liquidation of Interests of Partners Clause in Contracts

Liquidation of Interests of Partners. 11.5.1. A Limited Partner shall not have the right to the return of its Capital Contribution except upon: 11.5.1.1. resigning as a Partner in accordance with clause Error! Reference source not found.; or 11.5.1.2. the liquidation of the Partnership. 11.5.2. The General Partner shall not be personally liable for the return of the Capital Contributions made or the Loans advanced by the Limited Partners. 11.5.3. Upon termination or liquidation of the Partnership, no further business shall be conducted except for such action as shall be necessary for the winding- up of the affairs of the Partnership and the distribution of the Partnership Assets amongst the Partners. The Manager shall act as liquidating trustee provided however that, if the Partnership is terminated for a reason set forth in clauses 11.1.1 or 11.1.3, unless the Partnership is reconstituted pursuant to clause 11.3, the Holding Fund shall designate some other party or parties to act as a liquidating trustee or trustees and to receive such remuneration for so acting as the Holding Fund shall determine. 11.5.4. Upon termination of the Partnership, the liquidating trustee or trustees may sell any or all of the Partnership Assets (including to a Limited Partner or Limited Partners) on terms which it or they consider to be reasonable ensure the orderly liquidation of the Partnership until all the Partnership Assets have been realised and distributed to creditors and Partners in accordance with this Agreement. The liquidating trustee or trustees shall cause the Partnership to pay all debts, obligations and liabilities of the Partnership and all costs of liquidation and the remaining proceeds and assets shall be distributed amongst the Partners on the basis set out in clause 7.4. 11.5.5. The parties acknowledge and agree that no New Investor shall be entitled to any Partnership Assets on the termination of the Partnership which precede their admission as a Limited Partner. 11.5.6. Upon termination of the Partnership, no Partner shall be liable to any other Partner for such portion of the Loan (if any) advanced to the Partnership by such Partner as shall not at the relevant time have been repaid by the Partnership. 11.5.7. If, upon termination of the Partnership, a Partner has a negative balance on capital account and a positive balance on income account or vice versa, the General Partner may make transfers between the two accounts in order to remove or reduce such negative balances. 11.5.8. At no time during the term of the Partnership or upon dissolution and liquidation of the Partnership shall a Limited Partner with a negative balance in his capital account have any obligation to the Partnership or the other Partners to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of Capital or dissolution in contravention of this Agreement. 11.5.9. Upon termination of the Partnership, any amount then due from the General Partner as an interest-free loan pursuant to clause 7.3.2 shall be written off. provided in each case that the Manager shall be entitled to make adjustments to account for any costs and expenses reasonably incurred in effecting such election.

Liquidation of Interests of Partners. 11.5.1. A Limited Partner shall not have the right to the return of its Capital Contribution except upon: 11.5.1.1. resigning as a Partner in accordance with clause Error! Reference source not found.11.2.2.2.1; or 11.5.1.2. the liquidation of the Partnership. 11.5.2. The General Partner shall not be personally liable for the return of the Capital Contributions made or the Loans advanced by the Limited Partners. 11.5.3. Upon termination or liquidation of the Partnership, no further business shall be conducted except for such action as shall be necessary for the winding- up of the affairs of the Partnership and the distribution of the Partnership Assets amongst the Partners. The Manager shall act as liquidating trustee provided however that, if the Partnership is terminated for a reason set forth in clauses 11.1.1 or 11.1.3, unless the Partnership is reconstituted pursuant to clause 11.3, the Holding Fund shall Investors shall, acting by an Investors' Consent, designate some other party or parties to act as a liquidating trustee or trustees and to receive such remuneration for so acting as the Holding Fund Investors acting by Investor Consent shall determine. 11.5.4. Upon termination of the Partnership, the liquidating trustee or trustees may sell any or all of the Partnership Assets (including to a Limited Partner or Limited Partners) on terms which it or they consider to be reasonable ensure the orderly liquidation of the Partnership until all the Partnership Assets have been realised and distributed to creditors and Partners in accordance with this Agreement. The liquidating trustee or trustees shall cause the Partnership to pay all debts, obligations and liabilities of the Partnership and all costs of liquidation and the remaining proceeds and assets shall be distributed amongst the Partners on the basis set out in clause 7.4. 11.5.5. The parties acknowledge and agree that no New Investor shall be entitled to any Partnership Assets on the termination of the Partnership which precede their admission as a Limited Partner. 11.5.6. Upon termination of the Partnership, no Partner shall be liable to any other Partner for such portion of the Loan (if any) advanced to the Partnership by such Partner as shall not at the relevant time have been repaid by the Partnership. 11.5.7. If, upon termination of the Partnership, a Partner has a negative balance on capital account and a positive balance on income account or vice versa, the General Partner may make transfers between the two accounts in order to remove or reduce such negative balances. 11.5.8. At no time during the term of the Partnership or upon dissolution and liquidation of the Partnership shall a Limited Partner with a negative balance in his capital account have any obligation to the Partnership or the other Partners to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of Capital or dissolution in contravention of this Agreement. 11.5.9. Upon termination of the Partnership, any amount then due from the General Partner as an interest-free loan pursuant to clause 7.3.2 shall be written off. 11.5.10. Upon termination of the Partnership, an Investor(s) (the "Electing Investor") may elect to take over the Partnership Assets (in advance of liquidation of the Partnership pursuant to clause 11.5.4 above) via a distribution in kind. In such event: 11.5.10.1. that the Electing Investor(s) will receive a distribution in-kind, in accordance with clause 7.4, of its pro rata share of the Investments; and 11.5.10.2. that the Electing Investor(s) will pay an amount to each other Investor in return for a distribution in-kind of their pro rata share of the Investments. Such amount shall be based on the Value of the Investments calculated by the Manager in accordance with the Valuation Procedures, as approved by an independent valuer appointed by the Manager and the Electing Investor(s). All costs associated with such independent valuation shall be borne by Electing Investor(s), provided in each case that the Manager shall be entitled to make adjustments to account for any costs and expenses reasonably incurred in effecting such election.

Liquidation of Interests of Partners. 11.5.1. (a) A Limited Partner or Special Limited Partner shall not have the right to the return of its Capital Contribution except upon: 11.5.1.1. resigning as a Partner in accordance with clause Error! Reference source not found.; or 11.5.1.2. upon the liquidation of the Partnership. 11.5.2. The (b) Neither the General Partner nor the Manager shall not be personally liable for the return of the Capital Contributions made by or the Loans advanced by the Special Limited Partner or any of the Limited Partners. 11.5.3. (c) Upon termination or liquidation of the Partnership, no further business shall be conducted except for such action as shall be necessary for the winding- winding-up of the affairs of the Partnership and the distribution of the Partnership Assets amongst the Partners. The Manager shall act as liquidating trustee provided however that, that if the Partnership is terminated for a reason set forth in clauses 11.1.1 clause 10.1(a) or 11.1.3(b) hereof the Limited Partners may, unless the Partnership is reconstituted pursuant to clause 11.3, the Holding Fund shall by an Investor Consent designate some other party or parties to act as a liquidating trustee or trustees and to receive such remuneration for so acting as the Holding Fund shall determinemay by Investor Consent be approved. 11.5.4. (d) Upon termination of the Partnership, the liquidating trustee or trustees may sell any or all of the Partnership Assets (including to a Limited Partner or Limited Partners) on the best terms which available. Alternatively it or they consider may, at its or their discretion (but subject to be reasonable ensure the orderly liquidation clause 8.4(c)), distribute all or any of the Partnership until all Assets in specie whether or not the same have achieved Listing on the basis set out in clause 8.4. Such Partnership Assets shall be valued (i), in respect of Partnership Assets which have been realised achieved a Listing at the Mid-Price, and distributed (ii) in respect of all other Partnership Assets, at current market value, such market value to creditors and Partners be determined by an independent financial expert selected by the liquidating trustee other than in accordance with this Agreementthe event of dispute in which case the market value shall be determined by the Auditors unless such determination of market value by the liquidating trustee is agreed by the Advisory Board. The liquidating trustee or trustees shall cause the Partnership to pay all debts, obligations and liabilities of the Partnership and all costs of liquidation and the remaining proceeds and assets to be distributed in specie shall be allocated to the accounts of each of the Partners in accordance with the provisions of clause 7 and shall thereafter be distributed amongst the Partners on the basis set out in clause 7.48 hereof. 11.5.5. The parties acknowledge (e) Subject to clause 8.3, all Carried Interest to which the Special Limited Partner has become entitled and agree that no New Investor which is held in the Escrow Account pursuant to clause 8.3 shall be released absolutely to the Special Limited Partner and in addition, the Special Limited Partner shall be entitled to share with the Limited Partners in all Income and Capital Gain less any Partnership Assets on Losses accruing after the termination date on any Investment held by the Partnership on termination in accordance with the respective entitlements of the Partnership which precede their admission Special Limited Partner and the Limited Partners as a set out herein provided that the Limited Partner. 11.5.6. Upon termination of the PartnershipPartners shall have received distributions equal to, no Partner shall be liable to any other Partner for such portion of the Loan (if any) advanced to the Partnership by such Partner as shall not at the relevant time have been repaid by the Partnership. 11.5.7. If, upon termination of the Partnership, a Partner has a negative balance on capital account and a positive balance on income account or vice versagreater than, the General Partner may make transfers between the two accounts amounts referred to in order to remove or reduce such negative balancesclause 8.3(a). 11.5.8. At no time during the term of the Partnership or upon dissolution and liquidation of the Partnership shall a Limited Partner with a negative balance in his capital account have any obligation to the Partnership or the other Partners to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of Capital or dissolution in contravention of this Agreement. 11.5.9. Upon termination of the Partnership, any amount then due from the General Partner as an interest-free loan pursuant to clause 7.3.2 shall be written off. provided in each case that the Manager shall be entitled to make adjustments to account for any costs and expenses reasonably incurred in effecting such election.