Liquidation Procedure. Subject to Section 7.4 hereof, upon dissolution of the Trust, the Trustees shall liquidate the assets of the Trust, apply and distribute the proceeds thereof as follows:
(a) first to the payment of all debts and obligations of the Trust to third parties, including without limitation the retirement of outstanding debt, including any debt owed to Holders or their affiliates, and the expenses of liquidation, and to the setting up of any Reserves for contingencies which may be necessary; and
(b) then in accordance with the Holders' positive Book Capital Account balances after adjusting Book Capital Accounts for allocations provided in Article V hereof and in accordance with the requirements described in Treasury Regulations Section 1.704-1(b)(2) (ii)(b)(2).
Liquidation Procedure. 8 Section 7.2
Liquidation Procedure. Upon dissolution of the Fund for any reason:
(a) A reasonable time shall be allowed for the orderly liquidation of the assets of the Fund and the discharge of liabilities to creditors so as to enable the Fund to minimize the losses normally attendant to a liquidation;
(b) The Shareholders shall continue to receive Available Cash Flow from Operations or Available Cash From Dispositions, as the case may be, subject to the other provisions of this Agreement and to the provisions of subsection (c) hereof, and shall share Profits and Losses for all tax and other purposes during the period of liquidation; and
(c) The Manager shall act as liquidating Manager and shall proceed to liquidate the Fund Properties to the extent that they have not already been reduced to cash unless the liquidating Manager elects to make distributions in kind to the extent and in the manner herein provided and such cash, if any, and property in kind, shall be applied and distributed to the Shareholders to the extent of, and in proportion to, the positive balances of their Capital Accounts and then in accordance with Article 8.
Liquidation Procedure. A reasonable time, as determined by the General Partner, from the date of an event of dissolution shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities. Upon the completion of dissolution in accordance with the terms hereof, the Partnership shall terminate and the General Partner shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership whereupon it shall cease to exist in all respects. In the event of a dissolution of the Partnership, liquidation of the assets of the Partnership and discharge of its liabilities may be carried out by a liquidation trustee or receiver, who shall be a bank or trust company or other person or firm having experience in managing, liquidating or otherwise handling property of the type then owned by the Partnership. Such liquidation trustee or receiver shall be designated by the General Partner (or in the absence of the General Partner, by the Limited Partners holding more than 50% of the Units). A liquidation trustee shall be not personally liable for the debts of the Partnership but otherwise shall have such obligations and authorities as are given the General Partner pursuant to this Agreement or as may be agreed upon between the Partners and said liquidation trustee.
Liquidation Procedure. 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 Partnership to minimize the losses normally attendant to a liquidation.
(a) Upon dissolution of the Partnership for any reason, the Partners shall continue to receive cash distribution, and provided in Article XIII, subject to the other provisions of this Agreement and to the provisions of subsection (b) hereof and shall share income and losses for all tax and other purposes during the period of liquidation.
(b) The General Partner, as liquidator, shall proceed to liquidate the Partnership Properties to the extent that it has not already been reduced to cash unless the General Partner elects to make distributions in kind to the extent and in the manner herein provided and such case, in any, and property in kind, shall be applied and distributed in accordance with Section 8.02 (b).
Liquidation Procedure. In order to liquidate the Trust Estate, the Liquidator shall implement the following procedure:
(i) the Liquidator shall propose a liquidation strategy for the Trust Estate which maximizes the liquidation value of the Trust to the Technical Committee for approval;
(ii) the Technical Committee shall instruct the Trustee, in consultation with the Audit Committee, to conduct any necessary or appropriate action to complete the liquidation process, including hiring one or more financial or real estate advisors to the extent deemed appropriate. All fees and expenses arising in connection therewith shall constitute Trust Expenses; and
(iii) the Technical Committee and the Common Representative may at any time reasonably request information from the Liquidator with respect to its activities.
Liquidation Procedure. If for any reason the partnership is dissolved and the affairs of the partnership wound up and the assets liquidated, it is agreed the procedure for such shall be as follows: All work in progress shall be filled through the latest practical date following the notice of withdrawal or failure to purchase. All such accounts receivable shall be collected by the partnership in the course of winding up its business affairs. All client files in existence on the effective date hereof and all matters in process related to such files shall be transferred to the partner with which the file originated unless prior to dissolution, such matters (i) have completion otherwise assumed by agreement among the partners or their legal representatives or (ii) are referred to competent qualified attorneys for completion. All client files commencing after the effective date hereof, and all matters in process related to such files shall be transferred in accordance with the agreement of the partners. In absence of such agreement, such client files shall be distributed equally in accordance with the decision by an arbitrator or in accordance with the procedures set forth in Article XIX.D. Notwithstanding the foregoing, the destination of all client files shall be subject to the direction of the clients to the extent required under the Code of Professional Responsibility and/or the Integration Rules and Bylaws. The assets of the Partnership which shall consist of case on hand of the partnership and/or on deposit in a bank deposit or trust account on behalf of the partnership shall be used to meet all outstanding debts of the partnership owed to debtors other than partners. The balance of said assets or any income accruing to the benefit of the partnership shall be applied to all costs and obligations arising after dissolution, during the winding up and liquidation of the partnership assets. Any and all real estate and tangible personal property owned by the partnership shall be appraised at a value determined in accordance with the following: it is agreed negotiations shall be undertaken between the partners to establish the value of the partnership property on liquidation. In the negotiations, the parties shall determine separately the value of the partnership's case; receivables, if any; inventory, items, if any; goodwill, if any; real property and depreciable property and leasehold interest therein, if any, and all other property of the partnership, as the same exists at the end ...
Liquidation Procedure. A reasonable time, as determined by the General Partner, from the date of an event of dissolution shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities. Upon the completion of dissolution in accordance with the terms hereof, the Partnership shall terminate and the General Partner shall execute, acknowledge and cause to be filed a certificate of cancellation of the Partnership whereupon it shall cease to exist in all respects. In the event of a dissolution of the Partnership, liquidation of the assets of the Partnership and discharge of its liabilities may be carried out by a liquidation trustee or receiver, who shall be a bank or trust company or other Person or firm having experience in managing, liquidating or otherwise handling property of the type then owned by the Partnership. Such liquidating trustee or receiver shall be designated by the General Partner. A liquidation trustee shall be not personally liable for the debts of the Partnership but otherwise shall have such obligations and authorities as are given the General Partner pursuant to this Agreement or as may be agreed upon between the Partners and said liquidation trustee.
Liquidation Procedure. Promptly following dissolution, the Liquidator shall within a reasonable period of time cause the Company's assets and properties to be liquidated for cash in an orderly and businesslike manner so as not to involve undue sacrifice (which liquidation shall not involve any material sale or disposition of assets or properties of the Company to any Member or any Affiliate of a Member unless, in any such case, such sale or disposition is on terms that are no less favorable to the Company than would be reasonably available in an arm's length transaction).
Liquidation Procedure. (a) The liquidating trustee shall be appointed by the Board and shall be responsible for overseeing the Liquidation in accordance with this Agreement and the requirements of the Act, including taking full account of the liabilities of the Company and its assets, determining which of the Company’s assets shall be distributed in kind and which assets shall be sold, and if sold, shall cause the Company’s assets to be sold and cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 16.07(b). The liquidating trustee shall be entitled to reasonable compensation for such services which shall be paid by the Company. Neither (i) any purchase by a Member belonging to the Xxxxxxxx Group of the Membership Interest owned by GE nor (ii) any purchase by GE of the Membership Interests owned by the Xxxxxxxx Group shall (in either case) in and of itself be deemed a Liquidation under this Article XVI.
(b) As soon as practicable following the effective date of dissolution, all proceeds from the Liquidation shall be distributed in the following order of priority unless otherwise required by applicable Law:
(i) first, to the creditors of the Company, including Members who are creditors, to the extent permitted by Law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) including the establishment of reasonable reserves for any contingent, conditional or unmatured liabilities of the Company; and
(ii) second, to the Members in accordance with Article XI.
(c) The winding up of the Company shall be completed when all debts, liabilities and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the Company have been distributed to the Members. Upon the completion of the winding up of the Company, a certificate of cancellation of the Certificate of Formation of the Company shall be filed in the Office of the Secretary of the State of the State of Delaware. The certificate of cancellation shall set forth the information required by the Act.
