Liquidation of Partnership Assets. (A) Subject to Section 10.2(E), in the event of dissolution pursuant to Section 10.1, the Partnership shall continue solely for purposes of winding up the affairs of, achieving a final termination of, and satisfaction of the creditors of, the Partnership. The General Partner (or, if there is no General Partner remaining, any Person elected by a majority in interest of the Limited Partners (the “Liquidator”)) shall be responsible for oversight of the winding up and dissolution of the Partnership. The Liquidator shall obtain a full accounting of the assets and liabilities of the Partnership and such Partnership Assets shall be liquidated (including, at the discretion of the Liquidator, in exchange, in whole or in part, for REIT Shares) as promptly as the Liquidator is able to do so without any undue loss in value, with the proceeds therefrom applied and distributed in the following order:
(1) First, to the discharge of Partnership debts and liabilities to creditors other than Partners;
(2) Second, to the discharge of Partnership debts and liabilities to the Partners;
(3) Third, after giving effect to all contributions, distributions, and allocations for all periods, to (i) the Class C Limited Partner in an amount equal to any unpaid Class C Priority Return Amounts, (ii) the Class F Limited Partner in an amount equal to any unpaid Class F Priority Return Amounts, (iii) the Class G Limited Partner in an amount equal to any unpaid Class G Priority Return Amounts, (iv) the Class I Limited Partner in an amount equal to any unpaid Class I Return Amounts, (v) the Class J Limited Partner in an amount equal to any unpaid Class J Return Amounts and (vi) the Class K Limited Partner in an amount equal to any unpaid Class K Return Amounts; provided that if the proceeds are inadequate to pay all of the unpaid Class C Priority Return Amounts, the unpaid Class F Priority Return Amounts, the unpaid Class G Priority Return Amounts, the unpaid Class I Priority Return Amounts, the unpaid Class J Priority Return Amounts and the unpaid Class K Priority Return Amounts, such proceeds shall be distributed to the Class C Limited Partner, the Class F Limited Partner, the Class G Limited Partner, the Class I Limited Partner, the Class J Limited Partner and the Class K Limited Partner pro rata based on the unpaid Class C Priority Return Amounts, the unpaid Class F Priority Return Amounts, the unpaid Class G Priority Return Amounts, the unpaid Class I Priority Return Amounts, the unpaid ...
Liquidation of Partnership Assets. (a) Upon the dissolution of the Partnership, a Person (which may include the General Partner) shall be appointed by the General Partner (or, if the General Partner has been dissolved, a majority in interest of the Limited Partners) to act as liquidator (the "Liquidator") to wind up the Partnership. The Liquidator shall be required to agree not to resign at any time without fifteen (15) days' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by the General Partner (or, if the General Partner has been dissolved, a majority in interest of the Limited Partners). Upon the resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within thirty (30) days thereafter, be approved by the General Partner (or, if the General Partner has been dissolved, a majority in interest of the Limited Partners). Except as expressly provided in this Section 8.2, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (provided that the Liquidator shall be subject to all applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent appropriate or necessary in the reasonable and good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required to complete the winding-up and liquidation of the Partnership as provided for herein.
(b) The proceeds of liquidation shall be:
(i) First, applied to the payment of the debts and liabilities of the Partnership (including any loans to the Partnership made by any Partner or any Affiliate thereof), the expenses of liquidation, and the establishment of such reserves as the Liquidator may reasonably deem necessary for potential or contingent liabilities of the Partnership;
(ii) Next, distributed to the Partners in proportion to, and to the extent of, each Partner's Liquidating Share, after giving effect to all contributions, distributions and allocations for all periods; and
(iii) Thereafter, to the Partners in accordance with, and in proportion to, their respective Percentage Interests.
(c) Liquidating distribution...
Liquidation of Partnership Assets. (a) Distribution in final liquidation of the Partnership shall be made to Partners with positive Capital Account balances in proportion to such balances until such balances are reduced to zero.
(b) Notwithstanding anything to the contrary contained in this Agreement, if upon final liquidation of the Partnership, any Partner has a negative balance in its Capital Account, it shall contribute to the Partnership the amount of such negative balance for payment to creditors of the partnership or to a Partner with a positive Capital Account balance. All amounts required to be restored hereunder, or under applicable law (such as amounts required to be paid by the Managing Partner to creditors of the Partnership), shall be paid by the end of the Partnership's Fiscal Year in which the liquidation occurs (or, if later, within 90 days after the date of such liquidation).
Liquidation of Partnership Assets. 53 10.04 Time for Winding-Up ............................... 55
Liquidation of Partnership Assets. In the event of a dissolution of the Partnership and the failure of the Partnership to be reconstituted under 69 75 Article XI, the Partnership shall be terminated. Upon such termination, a full accounting of the assets and liabilities shall be taken, the assets shall be liquidated, and the Capital Proceeds thereof shall be applied as follows:
(a) All liabilities and obligations of the Partnership, other than liabilities and obligations to the Partners as Partners under this Agreement, shall be paid or provided for (whether by such reserve as the Liquidator shall deem appropriate or otherwise);
(b) All liabilities and obligations of the Partnership to the Partners shall be paid or provided for (whether by such reserve as the Liquidator shall deem appropriate or otherwise) in the following order of priority:
(i) to the repayment of the outstanding principal balance of the Operating Deficit Loan, the Deficit Capital Contributions, the Limited Partner Loan and the Additional Capital Contributions, on a pari passu basis, including interest accrued thereon; and
Liquidation of Partnership Assets. The Partners agree to liquidate all Partnership assets as promptly as practicable, consistent with obtaining the best value reasonably attainable under the circumstances. The proceeds from the liquidation of assets shall be applied in the following order:
a. To the payment of the expenses of liquidation, including legal, accounting, and other professional fees;
b. To the satisfaction of the Partnership's liabilities, including those owed to creditors;
c. To the establishment of any necessary reserves for contingent liabilities, as determined by the Partners in consultation with legal and accounting advisors; and
d. To the distribution of the remaining proceeds to the Partners in accordance with their respective ownership interests in the Partnership, as set forth in the Partnership Agreement or as otherwise agreed upon by the Partners.
Liquidation of Partnership Assets. (a) Subject to the provisions of subsection 10.03(e), in the event of dissolution pursuant to Section 10.01, the Partnership shall continue solely for purposes of winding up the affairs of, achieving a final termination of, and satisfaction of the creditors of, the Partnership. The Managing General Partner (or, if there is no Managing General Partner remaining, any Person elected by the affirmative vote of Partners constituting (i) the Required Founding Limited Partners and (ii) the holders of not less than two-thirds of all the Equity Interests then outstanding and not less than two-thirds of all Additional Equity Interests (if any) then outstanding (the "Liquidator")) shall be responsible for
Liquidation of Partnership Assets. (a) Upon dissolution of the Partnership, the General Partner shall promptly liquidate the business and administrative affairs of the Partnership, except that if the General Partner is unable to perform this function, or is unable to assign this function to another Person, a liquidator elected by Limited Partners whose Percentage Interests represent a majority of the total Percentage Interests of the Limited Partners shall liquidate the business and administrative affairs of the Partnership. The proceeds from liquidation shall be divided in the following manner:
(i) the debts, liabilities and obligations of the Partnership, other than debts to Partners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Partnership’s assets to the Partners has been completed, shall first be paid;
(ii) such debts as are owing to the Partners shall next be paid; and
(iii) the Partners shall next be paid amounts in accordance with their then Percentage Interests.
(b) Anything in this Section 6.1 to the contrary notwithstanding, the General Partner or liquidator may distribute in-kind rather than in cash, upon dissolution, any assets of the Partnership; provided, however, that if any in-kind distribution is to be made, (i) the assets distributed in kind shall be valued as of the actual date of their distribution, and charged as so valued and distributed against amounts to be paid under Section 6.1(a) above, and (ii) any gain or loss (as computed for book purposes) attributable to property distributed in-kind shall constitute Profit or Loss or items specially allocable to a Partner pursuant to Section 3.4 hereof for the Fiscal Year including the date of such distribution.
(c) In determining the value of the assets of the Partnership upon a liquidation pursuant this Section 6.1, no value shall be placed on the goodwill or name of the Partnership, or the office records, files, statistical data or any similar intangible assets of the Partnership.
Liquidation of Partnership Assets. 16 6.2 Expenses of Liquidator(s)........................................17 6.3
Liquidation of Partnership Assets. 22 9.3. EFFECT OF TREASURY REGULATIONS.........................................23 9.4. TIME FOR WINDING-UP....................................................24