Common use of Liquidation Proceeds Clause in Contracts

Liquidation Proceeds. (a) Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, each holder of Series B Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of Junior Units, an amount equal to such holder's original capital contribution plus the cumulative (to the date of payment) unpaid Series B Priority Return; PROVIDED, HOWEVER, that in no event shall such amount exceed such holder's Capital Account on the date of distribution. If, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B Preferred Units and any Parity Preferred Units shall be made so that the payments on the Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the Series B Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other.

Liquidation Proceeds. (a) Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, each holder of Series B A Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of Junior Units, an amount equal to such holder's original capital contribution plus the cumulative (to the date of payment) unpaid Series B Priority ReturnLiquidation Preference; PROVIDEDprovided, HOWEVERhowever, that in no event shall such amount exceed such holder's Capital Account balance on the date of distribution. If, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B A Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B A Preferred Units and any such Parity Preferred Units shall be made so that the payments on the Series B A Preferred Units and such Parity Preferred Units Unit shall in all cases bear to each other the same ratio that the respective rights of the Series B A Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other.

Liquidation Proceeds. (a) Subject to the rights of -------------------- holders of Parity Preferred Units and subject to preferred units ranking senior to the Series C Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, each holder the holders of Series B C Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of Junior UnitsCommon Units or any other class or series of Partnership Interests of the Partnership that ranks junior to the Series C Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, an amount equal to such holder's original capital contribution plus the cumulative sum of (i) a liquidation preference in an amount equal to the positive Capital Account balance of the holder of the Series C Preferred Units, determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 4) and (ii) an amount equal to any accumulated and unpaid distributions thereon, whether or not declared, to the date of payment) unpaid Series B Priority Return; PROVIDED, HOWEVER, that payment to the extent such distributions are not reflected in no event shall such amount exceed such holder's the Capital Account on balance as of the date of distributionpayment. IfIn the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B C Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B C Preferred Units and any such Parity Preferred Units shall be made so that the payments on the Series B C Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the Series B C Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other. In the event of any conflict between the provisions of this Section 4 and the provisions of Section 5.06 of the Agreement, the provisions of this Section 4 shall control.

Liquidation Proceeds. (a1) Subject to the rights of holders of Parity Preferred Units and subject to preferred units ranking senior to the Series C Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, each holder the holders of Series B C Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of Junior UnitsCommon Units or any other class or series of Partnership Interests of the Partnership that ranks junior to the Series C Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, an amount equal to such holder's original capital contribution plus the cumulative sum of (i) a liquidation preference in an amount equal to the positive Capital Account balance of the holder of the Series C Preferred Units, determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 4.02(e)(iv) and (ii) an amount equal to any accumulated and unpaid distributions thereon, whether or not declared, to the date of payment) unpaid Series B Priority Return; PROVIDED, HOWEVER, that payment to the extent such distributions are not reflected in no event shall such amount exceed such holder's the Capital Account on balance as of the date of distributionpayment. IfIn the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B C Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B C Preferred Units and any such Parity Preferred Units shall be made so that the payments on the Series B C Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the Series B C Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other. In the event of any conflict between the provisions of this Section 4.02(e)(iv) and the provisions of Section 5.06, the provisions of this Section 4.02(e)(iv) shall control.

Liquidation Proceeds. (a) Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership and subject to preferred units ranking senior to the Series B Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, each holder the holders of Series B Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of Junior UnitsCommon Units or any other class or series of Partnership Interests of the Partnership that ranks junior to the Series B Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, an amount equal to such holder's original capital contribution plus the cumulative sum of (i) a liquidation preference in an amount equal to the positive Capital Account balance of the holder of the Series B Preferred Units, determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 4) and (ii) an amount equal to any accumulated and unpaid distributions thereon, whether or not declared, to the date of payment) unpaid Series B Priority Return; PROVIDED, HOWEVER, that payment to the extent such distributions are not reflected in no event shall such amount exceed such holder's the Capital Account on balance as of the date of distributionpayment. IfIn the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B Preferred Units and any such Parity Preferred Units shall be made so that the payments on the Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the Series B Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other. In the event of any conflict between the provisions of this Section 4 and the provisions of Section 5.06 of the Agreement, the provisions of this Section 4 shall control.

Liquidation Proceeds. (a1) Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership and subject to preferred units ranking senior to the Series B Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, each holder the holders of Series B Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of Junior UnitsCommon Units or any other class or series of Partnership Interests of the Partnership that ranks junior to the Series B Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, an amount equal to such holder's original capital contribution plus the cumulative sum of (i) a liquidation preference in an amount equal to the positive Capital Account balance of the holder of the Series B Preferred Units, determined after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 4.02(d)(iv)) and (ii) an amount equal to any accumulated and unpaid distributions thereon, whether or not declared, to the date of payment) unpaid Series B Priority Return; PROVIDED, HOWEVER, that payment to the extent such distributions are not reflected in no event shall such amount exceed such holder's the Capital Account on balance as of the date of distributionpayment. IfIn the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B Preferred Units and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, all payments of liquidating distributions on the Series B Preferred Units and any such Parity Preferred Units shall be made so that the payments on the Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the Series B Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other. In the event of any conflict between the provisions of this Section 4.02(d)(iv) and the provisions of Section 5.06, the provisions of this Section 4.02(d)(iv) shall control.

Liquidation Proceeds. (a) Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, each holder of Series B C Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of Junior Units, an amount equal to such holder's original capital contribution plus the cumulative (to the date of payment) unpaid Series B Priority ReturnLiquidation Preference; PROVIDEDprovided, HOWEVERhowever, that in no event shall such amount exceed such holder's Capital Account balance on the date of distribution. If, upon such voluntary or involuntary liquidation, dissolution or winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B C Preferred Units and any Parity Preferred Units as to rights upon liquidationliquidating, dissolution or winding-up of the Partnership, all payments of liquidating liquidation, distributions on the Series B C Preferred Units and any such Parity Preferred Units shall be made so that the payments on the Series B C Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the respective rights of the Series B C Preferred Units and such other Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Parity Preferred Units do not have cumulative distribution rights) upon liquidation, dissolution or winding-up of the Partnership bear to each other.