Common use of Liquidation Procedures Clause in Contracts

Liquidation Procedures. Upon termination of the ---------------------- Partnership in accordance with Article II: (a) The affairs of the Partnership shall be wound up and the Partnership shall be dissolved. The General Partner shall serve as the liquidator; provided that in the event of a termination of the Partnership pursuant to Paragraph 2.2(a),(b), or (c) another person or entity may be designated by Two-Thirds in Interest of the Limited Partners to serve as liquidator. (b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind. Each Security (and each class of Securities, or portion of a class of Securities having a tax basis per share or unit different from other portions of such class) distributed in kind shall be distributed ratably in accordance with the General Partner's and the Limited Partners' Capital Accounts unless such distribution would result or there is a material likelihood that such distribution would result (i) in a violation of a law or regulation applicable to a Limited Partner or a tax penalty to a Limited Partner, in which event, upon receipt by the General Partner of notice to such effect, such Limited Partner may designate a different entity to receive the distribution, or designate, subject to the approval of the General Partner, an alternative distribution procedure or (ii) in a distribution of fractional shares. Each such Security shall be valued at fair market value in accordance with Paragraph 9.2 as of the date of distribution and shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of the assets distributed, or for legal reasons. (c) The General Partner (or other liquidator) shall in its sole discretion determine the most advantageous time for the Partnership to sell investments or to make distributions in kind provided that any such sales shall be made as promptly as is consistent with obtaining the fair value thereof. (d) The proceeds of dissolution shall be applied to payment of liabilities of the Partnership and distributed to the Partners in the following order: (1) to the creditors of the Partnership in the order of priority established by law; and (2) to the Partners, in respect of the positive balances in their Capital Accounts, after all Capital Transaction Gain or Loss and Net Income or Loss (including amounts arising in connection with a distribution of Securities) has been allocated among the Partners. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Paragraph 8.1 may be withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts (to the extent not used to pay partnership liabilities) shall be distributed to the Partners as soon as practicable. (e) If the General 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 such liquidation occurs), then except as otherwise required pursuant to Paragraph 8.2, the General Partner shall have no obligation at any time to repay or restore to the Partnership all or any part of any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit. If any Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), then other than required by law or Paragraph 10.14, such Limited Partner shall have no obligation to repay or restore to the Partnership any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other person for any purpose whatsoever.

Liquidation Procedures. Upon termination expiration of the ---------------------- Partnership Term or upon the occurrence of an event of dissolution described in accordance with Article IISection 2.2: (a) The affairs of the Partnership shall be wound up and the Partnership shall be dissolved. The General Partner shall serve as the liquidator; provided that in the event of a termination of the Partnership pursuant to Paragraph 2.2(a),(b), or (c) another person or entity may be designated by Two-Thirds in Interest of the Limited Partners to serve as liquidatorup. (b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind. Each To the extent not inconsistent with Section 12.4, each Security (and each class of Securities, or portion of a class of Securities having a tax basis per share or unit different from other portions of such class) distributed in kind shall be distributed ratably in accordance with the General Partner's ’s and the Limited Partners' ’ Capital Accounts Account balances unless such distribution would result or there is a material likelihood that such distribution would result (i) in a violation of a law or regulation applicable to a Limited Partner or a tax penalty to a Limited Partner, in which event, upon receipt by the General Partner of notice to such effect, such Limited Partner may designate a different entity to receive the distribution, or designate, subject to the approval of the General Partner, an alternative distribution procedure at the expense of such Partner or (ii) in a distribution of fractional shares. Each such Security shall be valued at fair market value in accordance with Paragraph 9.2 as of the date of distribution and shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of the assets distributed, or for legal reasons. (c) The General Partner (or other liquidator) shall in use its sole discretion determine best judgment as to the most advantageous time for the Partnership to sell investments or to make distributions in kind provided that any such sales shall be made as promptly as is consistent with obtaining the fair value thereofkind. (d) The proceeds of dissolution shall be applied to payment the satisfaction of liabilities of the Partnership and distributed to the Partners (whether by payment or reasonable provision for payment thereof) in the following order, except as otherwise required by law: (1i) to the creditors of the Partnership in Partnership, including Partners who are creditors, to the order of priority established extent otherwise permitted by law; (ii) to any reserves that the General Partner reasonably deems necessary for contingent or unforeseen liabilities or obligations of the Partnership (which reserves, when they become unnecessary, shall be distributed as set forth in clause (iii) below); and (2iii) to the Partners, in respect of the positive balances in their Capital Accounts, after all Capital Transaction Gain or Loss and Net Income or Loss (including amounts arising in connection with a distribution of Securities) has been allocated among the Partners. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Paragraph 8.1 may be withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts (to the extent not used to pay partnership liabilities) shall be distributed to the Partners as soon as practicable. (e) If the General 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 such liquidation occurs), then except as otherwise required pursuant to Paragraph 8.2, the General Partner shall have no obligation at any time to repay or restore to the Partnership all or any part of any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit. If any Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), then other than required by law or Paragraph 10.14, such Limited Partner shall have no obligation to repay or restore to the Partnership any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other person for any purpose whatsoever.

Liquidation Procedures. Upon termination expiration of the ---------------------- Partnership Term or upon the occurrence of an event of dissolution described in accordance with Article IISection 2.2: (a) The affairs of the Partnership shall be wound up and the Partnership shall be dissolved. The General Partner shall serve as the liquidator; provided that in the event of a termination of the Partnership pursuant to Paragraph 2.2(a),(b), or (c) another person or entity may be designated by Two-Thirds in Interest of the Limited Partners to serve as liquidatorup. (b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind. Each To the extent not inconsistent with Section 12.4, each Security (and each class of Securities, or portion of a class of Securities having a tax basis per share or unit different from other portions of such class) distributed in kind shall be distributed ratably in accordance with the General Partner's ’s and the Limited Partners' ’ Capital Accounts Account balances unless such distribution would result or there is a material likelihood that such distribution would result (i) in a violation of a law or regulation applicable to a Limited Partner or a tax penalty to a Limited Partner, in which event, upon receipt by the General Partner of notice to such effect, such Limited Partner may designate a different entity to receive the distribution, or designate, subject to the approval of the General Partner, an alternative distribution procedure at the expense of such Partner or (ii) in a distribution of fractional shares. Each such Security shall be valued at fair market value in accordance with Paragraph 9.2 as of the date of distribution and shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of the assets distributed, or for legal reasons. (c) The General Partner (or other liquidator) shall in use its sole discretion determine best judgment as to the most advantageous time for the Partnership to sell investments or to make distributions in kind provided that any such sales shall be made as promptly as is consistent with obtaining the fair value thereofkind. (d) The proceeds of dissolution shall be applied to payment the satisfaction of liabilities of the Partnership and distributed to the Partners (whether by payment or reasonable provision for payment thereof) in the following order, except as otherwise required by law: (1i) to the creditors of the Partnership in Partnership, including Partners who are creditors, to the order of priority established extent otherwise permitted by law; (ii) to any reserves that the General Partner reasonably deems necessary for contingent or unforeseen liabilities or obligations of the Partnership (which reserves, when they become unnecessary, shall be distributed as set forth in clause (iii) below); and. (2iii) to the Partners, in respect of the positive balances in their Capital Accounts, after all Capital Transaction Gain or Loss and Net Income or Loss (including amounts arising in connection with a distribution of Securities) has been allocated among the Partners. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Paragraph 8.1 may be withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts (to the extent not used to pay partnership liabilities) shall be distributed to the Partners as soon as practicable. (e) If the General 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 such liquidation occurs), then except as otherwise required pursuant to Paragraph 8.2, the General Partner shall have no obligation at any time to repay or restore to the Partnership all or any part of any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit. If any Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), then other than required by law or Paragraph 10.14, such Limited Partner shall have no obligation to repay or restore to the Partnership any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other person for any purpose whatsoever.

Liquidation Procedures. Upon termination expiration of the ---------------------- Partnership Term or upon the occurrence of an event of dissolution described in accordance with Article IISection 2.2: (a) The affairs of the Partnership shall be wound up and the Partnership shall be dissolved. The General Partner shall serve as the liquidator; provided that in the event of a termination of the Partnership pursuant to Paragraph 2.2(a),(b), or (c) another person or entity may be designated by Two-Thirds in Interest of the Limited Partners to serve as liquidatorup. (b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind. Each To the extent not inconsistent with Section 12.4, each Security (and each class of Securities, or portion of a class of Securities having a tax basis per share or unit different from other portions of such class) distributed in kind shall be distributed ratably in accordance with the General Partner's and the Limited Partners' Capital Accounts Account balances unless such distribution would result or there is a material likelihood that such distribution would result (i) in a violation of a law or regulation applicable to a Limited Partner or a tax penalty to a Limited Partner, in which event, upon receipt by the General Partner of notice to such effect, such Limited Partner may designate a different entity to receive the distribution, or designate, subject to the approval of the General Partner, an alternative distribution procedure at the expense of such Partner or (ii) in a distribution of fractional shares. Each such Security shall be valued at fair market value in accordance with Paragraph 9.2 as of the date of distribution and shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of the assets distributed, or for legal reasons. (c) The General Partner (or other liquidator) shall in use its sole discretion determine best judgment as to the most advantageous time for the Partnership to sell investments or to make distributions in kind provided that any such sales shall be made as promptly as is consistent with obtaining the fair value thereofkind. (d) The proceeds of dissolution shall be applied to payment the satisfaction of liabilities of the Partnership and distributed to the Partners (whether by payment or reasonable provision for payment thereof) in the following order, except as otherwise required by law: (1i) to the creditors of the Partnership in Partnership, including Partners who are creditors, to the order of priority established extent otherwise permitted by law; (ii) to any reserves which the General Partner reasonably deems necessary for contingent or unforeseen liabilities or obligations of the Partnership (which reserves, when they become unnecessary, shall be distributed as set forth in clause (iii) below); and (2iii) to the Partners, in respect of the positive balances in their Capital Accounts, after all Capital Transaction Gain or Loss and Net Income or Loss (including amounts arising in connection with a distribution of Securities) has been allocated among the Partners. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Paragraph 8.1 may be withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts (to the extent not used to pay partnership liabilities) shall be distributed to the Partners as soon as practicable. (e) If the General 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 such liquidation occurs), then except as otherwise required pursuant to Paragraph 8.2, the General Partner shall have no obligation at any time to repay or restore to the Partnership all or any part of any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit. If any Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), then other than required by law or Paragraph 10.14, such Limited Partner shall have no obligation to repay or restore to the Partnership any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other person for any purpose whatsoever.

Liquidation Procedures. Upon termination of the ---------------------- Partnership in ---------------------- accordance with Article II: (a) The affairs of the Partnership shall be wound up and the Partnership shall be dissolved. The General Partner shall serve as the liquidator; provided that in the event of a termination of the Partnership pursuant to Paragraph 2.2(a),(b), or (cd) another person or entity may be designated by Two-Thirds in Interest of the Limited Partners to serve as liquidator. (b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind. Each Security (and each class of Securities, or portion of a class of Securities having a tax basis per share or unit different from other portions of such class) distributed in kind shall be distributed ratably in accordance with the General Partner's and the Limited Partners' Capital Accounts unless such distribution would result or there is a material likelihood that such distribution would result (i) in a violation of a law or regulation applicable to a Limited Partner or a tax penalty to a Limited Partner, in which event, upon receipt by the General Partner of notice to such effect, such Limited Partner may designate a different entity to receive the distribution, or designate, subject to the approval of the General Partner, an alternative distribution procedure or (ii) in a distribution of fractional shares. Each such Security shall be valued at fair market value in accordance with Paragraph 9.2 as of the date of distribution and shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of the assets distributed, or for legal reasons. (c) The General Partner (or other liquidator) shall in its sole discretion determine the most advantageous time for the Partnership to sell investments or to make distributions in kind provided that any such sales shall be made as promptly as is consistent with obtaining the fair value thereof. (d) The proceeds of dissolution shall be applied to payment of liabilities of the Partnership and distributed to the Partners in the following order: (1) to the creditors of the Partnership in the order of priority established by law; and (2) to the Partners, in respect of the positive balances in their Capital Accounts, after all Capital Transaction Gain or Loss and Net Income or Loss (including amounts arising in connection with a distribution of Securities) has been allocated among the Partners. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Paragraph 8.1 may be withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts (to the extent not used to pay partnership liabilities) shall be distributed to the Partners as soon as practicable. (e) If the General 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 such liquidation occurs), then except as otherwise required pursuant to Paragraph 8.2, the General Partner shall have no obligation at any time to repay or restore to the Partnership all or any part of any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit. If any Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), then other than required by law or Paragraph 10.14, such Limited Partner shall have no obligation to repay or restore to the Partnership any distribution made to it from the Partnership or make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other person for any purpose whatsoever.