Common use of Liquidation Procedures Clause in Contracts

Liquidation Procedures. 9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's assets or to make distributions in-kind in order to maximize the return to the Partners from such assets. 9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority: (a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership; (b) To the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law; (c) To the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3; (d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and, (e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

Liquidation Procedures. 9.4.1 10.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's ’s assets or to make distributions in-kind in order to maximize the return to the Partners from such assets. 9.4.2 10.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority: (a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership; (b) To the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law; (c) To the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3; (d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e10.4.2(e); and, (e) To the payment to the Partners of the positive balances in accordance with their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occursPartnership Percentages. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

Liquidation Procedures. 9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's assets or to make distributions in-kind in order to maximize the return to the Partners from such assets. 9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority: (a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership; (b) To to the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law; (c) To to the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3; (d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and, (e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

Liquidation Procedures. 9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's assets or to make distributions in-kind in order to maximize the return to the Partners from such assets. 9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority: (a) To payment of the costs and expenses of the winding up, . liquidation and termination of the Partnership; (b) To to the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law; (c) To to the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3; (d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations obliga- tions of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and, (e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

Liquidation Procedures. 9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's ’s assets or to make distributions in-kind in order to maximize the return to the Partners from such assets. 9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority: (a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership; (b) To to the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law; (c) To to the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3; (d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and, (e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

Liquidation Procedures. 9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's ’s assets or to make distributions in-kind in order to maximize the return to the Partners from such assets. 9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority: (a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership; (b) To to the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law; (c) To to the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3; (d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and, (e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.

Liquidation Procedures. 9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's assets or to make distributions in-kind in order to maximize the return to the Partners from such assets. 9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority: (a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership; (b) To to the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law; (c) To to the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3; (d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations obliga- tions of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and, (e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the liquidating trustees deem reasonable and equitable.