Liquidation of the NPI Partnership Sample Clauses

Liquidation of the NPI Partnership. Liquidation of a Partner's Interest A. Upon dissolution of the NPI Partnership, its liabilities shall be paid in the order provided herein. The Managing Partner shall either distribute in kind or sell the NPI Partnership's property so that such disposition is in the best interests of the Limited Partnership, and shall execute all amendments terminating the NPI Partnership. In connection with any such Sale, the Managing Partner shall attempt to obtain the best prices for such property. Pending such Sales, the Managing Partner shall have the right to continue to manage and otherwise to deal with NPI Partnership property. In the event the NPI Partnership is dissolved on account of the Incapacity or Removal of the Managing Partner, the NPI Partnership shall elect, in accordance with the provisions of Article Eleven, a person (the "Liquidating Agent") to perform the function of a Managing Partner in liquidating the assets of the NPI Partnership and winding up its affairs, and shall pay to such Liquidating Agent its reasonable fees and expenses incurred in connection therewith. In the event of a distribution in kind of any NPI Partnership Property (including a Net Profits Interest and Royalty), each Partner's Capital Account shall first be credited or debited with its share of the unrealized appreciation of depreciation in the fair market value of such NPI Partnership Property. Each Partner's share of said unrealized appreciation or depreciation shall be equivalent to its share (allocated pursuant to Sections 5.3 and 5.4) of the gain or loss on an actual Sale of such NPI Partnership Property. The Capital Account of each Partner to whom a NPI Partnership Property is distributed shall be debited with the fair market value of the NPI Partnership Property distributed to it. The Capital Account of each Partner to whom an interest in a Producing Property is distributed shall be debited with the fair market value of the interest distributed to it. Any liquidation of the NPI Partnership shall take place out of court and without application being made therefor to the Secretary of State of the State of Oklahoma. B. In settling accounts after dissolution, the assets of the NPI Partnership shall be paid out in the following order: (i) to third party creditors, in the order or priority as provided by law; (ii) to the Managing Partner and any Liquidating Agent for any expenses of the NPI Partnership paid by or payable to them to the extent they are entitled to reimbursement t...
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Related to Liquidation of the NPI Partnership

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and (iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, however, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner under the Delaware Act and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Dissolution and Liquidation (Check One)

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