Common use of LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS Clause in Contracts

LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon dissolution of the Partnership Operator GP shall cause any part or the Partnership assets to be sold in such manner as General Partners shall determine in an effort to obtain the best prices for such assets (provided that, with the prior written approval of the General Partners, the Operator GP may distribute Partnership assets in kind to the Partners on the basis approved by the Partners). During the liquidation period, the General Partners shall have the right to continue to operate and otherwise to deal with Partnership property to the same extent they had such right prior to dissolution of the Partnership. In the event that Operator GP has dissolved, withdrawn or becomes bankrupt or legally incapacitated, Investor GP may, within thirty (30) days after any such occurrence, appoint a Person to perform the functions of Operator GP in liquidating the assets of the Partnership and winding up its affairs. (b) In settling accounts after dissolution, the assets of the Partnership shall be paid or distributed in the following order: (i) first, to creditors other than Partners and their Affiliates, in the order of priority provided by law; (ii) then, to the Partners and their respective Affiliates for any fees or other compensation or any unreimbursed costs and expenses owing to the Partners or their respective Affiliates in accordance with the terms of this Agreement, and then to the repayment of any loans (with interest) made by any Partner to the Partnership in accordance with the terms of this Agreement; (iii) then, to Reserves as the Partners deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such Reserves may be paid over by Operator GP to a bank, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partners may deem advisable, such Reserves shall be distributed to the Limited Partners, pursuant to clause (iv); and (iv) then, to the Limited Partners in accordance with Sections 5.2 and 5.3.

LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon Upon dissolution of the Partnership Operator GP shall Partnership, the General Partner may cause any part or all of the Partnership assets to be sold in such manner as the General Partners Partner shall reasonably determine in an effort to obtain the best prices for such assets (provided thatprovided, with the prior written approval of however, that the General Partners, the Operator GP Partner may distribute Partnership assets in kind to the Partners on to the basis approved by the Partnersextent practicable). During the liquidation period, the General Partners Partner shall have the right to continue to operate and otherwise to deal with Partnership property to the same extent they had the General Partner.has such right prior to dissolution of the Partnership. In the event that Operator GP the sole remaining General Partner has dissolved, withdrawn or becomes bankrupt Bankrupt or legally incapacitated, Investor GP a Majority in Interest of the Limited Partners may, within thirty (30) days after any such occurrence, appoint a Person to perform the functions of Operator GP the General Partner in liquidating the assets of the Partnership and winding up its affairs. (b) In settling accounts after dissolution, the assets of the Partnership shall be paid or distributed in the following order: (i1) first, to creditors other than Partners and their AffiliatesTo third party creditors, in the order of priority as provided by law; (ii2) thenThen, to the Partners and their respective Affiliates for any fees or other compensation or any unreimbursed costs and expenses owing to to. the Partners or their respective Affiliates in accordance with the terms of pursuant to this Agreement; (3) Then, and then to the repayment of any loans (loans, with interest) , made by any Partner to the Partnership Partnership, and if more than one Partner has any outstanding loans owing from the Partnership, such repayment shall be made, pro rata, in accordance with the terms of this Agreementtotal amount outstanding to each Partner; (iii4) thenThen, an amount equal to Reserves as the then remaining positive balances in the Capital Accounts of the Partners deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such Reserves may be paid over by Operator GP to a bank, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partners may deem advisable, such Reserves shall be distributed to the Limited Partners, pursuant Partners in proportion to clause (iv)the amount of such balances; and (iv5) thenThen, any remainder shall be distributed to the Limited Partners Partners, pro rata, in accordance with Sections 5.2 and 5.3their respective Sharing Ratios.

LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon Upon dissolution of the Partnership Operator GP shall Partnership, the General Partner may cause any part or all of the Partnership assets to be sold in such manner as the General Partners Partner shall reasonably determine in an effort to obtain the best prices for such assets (provided thatprovided, with the prior written approval of however, that the General Partners, the Operator GP Partner may distribute Partnership assets in kind to the Partners on to the basis approved by the Partnersextent practicable). During the liquidation period, the General Partners Partner shall have the right to continue to operate and otherwise to deal with Partnership property to the same extent they had the General Partner has such right prior to dissolution of the Partnership. In the event that Operator GP the sole remaining General Partner has dissolved, withdrawn or becomes bankrupt Bankrupt or legally incapacitated, Investor GP a Majority in Interest of the Limited Partners may, within thirty (30) days after any such occurrence, appoint a Person to perform the functions of Operator GP the General Partner in liquidating the assets of the Partnership and winding up its affairs. (b) In settling accounts after dissolution, the assets of the Partnership shall be paid or distributed in the following order: (i1) first, to creditors other than Partners and their AffiliatesTo third party creditors, in the order of priority as provided by law; (ii2) thenThen, to the Partners and their respective Affiliates for any fees or other compensation or any unreimbursed costs and expenses owing to the Partners or their respective Affiliates in accordance with the terms of pursuant to this Agreement; (3) Then, and then to the repayment of any loans (loans, with interest) , made by any Partner to the Partnership Partnership, and if more than one Partner has any outstanding loans owing from the Partnership, such repayment shall be made, pro rata, in accordance with the terms of this Agreementtotal amount outstanding to each Partner; (iii4) thenThen, an amount equal to Reserves as the then remaining positive balances in the Capital Accounts of the Partners deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such Reserves may be paid over by Operator GP to a bank, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partners may deem advisable, such Reserves shall be distributed to the Limited Partners, pursuant Partners in proportion to clause (iv)the amount of such balances; and (iv5) thenThen, any remainder shall be distributed to the Limited Partners Partners, pro rata, in accordance with Sections 5.2 and 5.3their respective Sharing Ratios.

LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon Upon dissolution of the Partnership Operator GP shall Partnership, the General Partner may cause any part or all of the Partnership assets to be sold in such manner as the General Partners Partner shall reasonably determine in an effort to obtain the best prices for such assets (provided thatprovided, with the prior written approval of however, that the General Partners, the Operator GP Partner may distribute Partnership assets in kind to the Partners on to the basis approved by the Partnersextent practicable). During the liquidation period, the General Partners Partner shall have the right to continue to operate and otherwise to deal with Partnership property to the same extent they had the General Partner has such right prior to dissolution of the Partnership. In the event that Operator GP the sole remaining General Partner has dissolved, withdrawn or becomes bankrupt or legally incapacitated, Investor GP the Limited Partner may, within thirty (30) 30 days after any such occurrence, appoint a Person person to perform the functions of Operator GP the General Partner in liquidating the assets of the Partnership and winding up its affairs. (b) In settling accounts after dissolution, the assets of the Partnership shall be paid or distributed in the following order: (i1) first, to creditors other than Partners and their Affiliatesthird party creditors, in the order of priority as provided by law; (ii2) then, to the Partners and their respective Affiliates for any fees or other compensation or any unreimbursed costs and expenses owing to the Partners or their respective Affiliates in accordance with the terms of pursuant to this Agreement; (3) then, and then to the repayment of any loans (loans, with interest) , made by any Partner to the Partnership Partnership, and if more than one Partner has any outstanding loans owing from the Partnership, such repayment shall be made, pro rata, in accordance with the terms of this Agreementtotal amount outstanding to each Partner; (iii4) then, an amount equal to Reserves as the then remaining positive balances in the Capital Accounts of the Partners deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such Reserves may be paid over by Operator GP to a bank, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partners may deem advisable, such Reserves shall be distributed to the Limited Partners, pursuant Partners in proportion to clause (iv)the amount of such balances; and (iv5) then, any remainder shall be distributed to the Limited Partners Partners, pro rata, in accordance with Sections 5.2 and 5.3their respective Unit Allocation.