Liquidation of the Partnership. Upon the dissolution of the Partnership under circumstances in which the business is not continued as provided in Section 20.2, no further business shall be conducted by the Partnership, except for the taking of such action as shall be necessary for the winding up of its business and affairs, the liquidation of its assets and/or the distribution of its assets to the Partners. Unless otherwise decided by the Partnership Committee, the Operator shall be the liquidating trustee for the Partnership. The winding up and liquidation of the Partnership shall consist of the sale of the properties of the Partnership, at the conclusion of which the Partnership shall terminate.
Liquidation of the Partnership. 48 11.1 General.................................................................48 11.2
Liquidation of the Partnership. (a) Upon dissolution of the Partnership, the Partners shall apply and distribute the assets of the Partnership thereof as contemplated by this Article.
(b) After payment of liabilities owing to creditors of the Partnership, the Partners shall set aside as a reserve such amount as they deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserve may be paid over by the Partners to a bank, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Partners may deem reasonably advisable, the amount in such reserve shall be distributed to the Partners as provided in this Agreement. After paying such liabilities and providing for such reserves and after payment of expenses of liquidation, the Partnership will cause the remaining net assets of the Partnership to be distributed to the Partners in accordance with their respective interests therein as reflected by their positive Capital Account balances.
(c) Upon dissolution of the Partnership, if there are no Partners, such other Persons who may be appointed in accordance with applicable law shall be responsible to take all action related to the winding-up and distribution of assets of the Partnership and shall perform the actions of the Partners described in this Article 9.
Liquidation of the Partnership. Upon the dissolution of the Partnership, the General Partner shall (or, if there then is no General Partner, the Limited Partners or a Person appointed by the Limited Partners may) immediately commence to wind up the Partnership’s affairs; provided, however, a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership, the discharge of liabilities to creditors and the winding up of the affairs of the Partnership in an orderly manner, so as to enable the Partners to minimize the normal losses attendant upon a liquidation. The proceeds of liquidation shall be distributed, as realized in the following order and priority:
Liquidation of the Partnership. Within five (5) days after the dissolution of the Partnership (other than a dissolution by reason of the acquisition by a Partner of all of the Project Property of the other Partner), each Partner shall contribute to the Partnership the amount of any negative balance in its Capital Account. Upon the dissolution of the Partnership (other than a dissolution by reason of the acquisition by a Partner of all of the Project Property of the other Partners), and in the absence of an election to reconstitute the Partnership pursuant to Section 10(b), the Partners shall wind up the Partnership's affairs by completing any business then in progress, liquidating its assets to the extent practicable and applying its funds or remaining assets in the following order of priority:
(a) first, the expenses of liquidation and the liabilities of the Partnership (excluding all obligations owed to Partners) shall be paid or adequate provision therefor shall be made;
(b) second, all Partner Loans and Affiliate Loans shall be paid until all such obligations have been repaid;
(c) thereafter, the balance, if any, shall be distributed among the Partners having positive Capital Accounts pro rata in proportion to such Capital Accounts, first taking into account all Capital Account adjustments under this Agreement with respect to the taxable year during which the liquidation occurs. Where appropriate, Capital Accounts shall be adjusted as if assets in kind held by the Partnership at dissolution were sold for their then Fair Market Value and gain or loss therefrom were allocated under Section 6. Notwithstanding the foregoing, any amount payable to a Partner who has Default Loans outstanding, shall be paid in such Partner's behalf directly to the Default Lender(s) on a first in, first out basis, until such Default Loan(s) is (are) repaid in full.
Liquidation of the Partnership. (a) If the Partnership is dissolved by agreement pursuant to Section 9.2 the Board of Directors shall proceed with the winding up of the Partnership, and the assets of the Partnership shall be applied and distributed as provided in this Section 9.4 If the Partnership is dissolved at the election of one of the Partners pursuant to Section 9.2, the electing Partner shall control the winding up and distribution of the assets of the Partnership.
(i) The assets of the Partnership shall first be applied to the payment of the liabilities of the Partnership, including, without limitation, any loan to the Partnership by a Partner. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Board of Directors to minimize the normal losses attendant upon a liquidation. The Partnership may set aside assets of the Partnership to establish reasonable reserves to provide for any contingent liabilities of the Partnership; any assets remaining after the discharge of such contingent liabilities shall be distributed pursuant to (ii) of this subsection.
(ii) The assets of the Partnership remaining after the payments provided in (i) are made shall be distributed to the Partners in accordance with the Partners' Capital Accounts. Any assets distributed in kind shall be valued at fair market value. Prior to any distribution under this Section 9.4(b)(ii), if the Partners' Capital Accounts are not equal, the Partner having the lesser Capital Account must pay to the Partnership an amount sufficient to cause the Partners' Capital Accounts to be equal.
(c) If the Partnership's assets are insufficient to make the payments required under (b)(i), the Partners shall make up any shortfall in proportion to their relative Interests. Such payments shall be considered capital contributions to the Partnership. Any Partner that pays more than its proportionate amount of Partnership liabilities shall have a right of contribution against the other Partner.
(d) If any Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which the Partnership liquidated), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in the manner and within the time provided in Treas. Reg. Section 1.704- 1(b).
(e) Gain or loss on any Partn...
Liquidation of the Partnership. Any repayments shall be credited first to accrued and unpaid interest, and then to reduce the principal balance of the unpaid Total Cash Distribution and Fees amount. If the total amount required to be repaid by the Successor General Partner has not been repaid upon the Successor General Partner ceasing to be general partner for any reason, including upon (i) the resignation or removal of the Successor General Partner, (ii) the merger of the Partnership into another entity, or (iii) the liquidation of the Partnership, the Successor General Partner shall be required to repay such outstanding amounts. In the case of such a merger or liquidation, the amounts owed by the Successor General Partner shall be repaid prior to the closing of the merger and prior to the final distribution of liquidation proceeds to the partners of the Partnership. ART shall guarantee the full repayment of all amounts owed by the Successor General Partner pursuant to this Section 10. The Partnership shall not be entitled to release ART from its guaranty, unless ART provides for the full satisfaction of the underlying obligation through payment.
Liquidation of the Partnership. The General Partner shall use commercially reasonable efforts to have the Project and all other Partnership property listed for sale on or before the last day of the Operating Period. If, by such date, the General Partner has not taken such action and is not diligently pursuing such action, the General Partner shall forfeit the General Partner Investment.
Liquidation of the Partnership. 71 10.1 Liquidation...............................................71 10.2
Liquidation of the Partnership. Notwithstanding any other agreement between the Parties to the contrary, all Partnerships will be dissolved upon termination of this MOU and the assets and liabilities of each will be allocated per the requirements of each Limited Partnership Agreement or Operating Agreement, as applicable.
