Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 8 contracts
Samples: Agreement, Limited Partnership Agreement (Brookfield Business Partners L.P.), Agreement (Brookfield Business Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 8 contracts
Samples: Agreement (Buckeye Partners, L.P.), Agreement and Plan of Merger (Buckeye GP Holdings L.P.), Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 7 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 6 contracts
Samples: Agreement (Brookfield Renewable Partners L.P.), Agreement (Brookfield Renewable Energy Partners L.P.), Agreement (Brookfield Property Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
Appears in 6 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement, Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner Liquidator shall act, or cause one or more Persons to act, as liquidate the LiquidatorPartnership. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be approved by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article X) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in shall apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by applicable Laws and the followinglaw:
Appears in 6 contracts
Samples: Cedar Fair L P, Cedar Fair L P, Cedar Fair L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue then General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has withdrawn from the Partnership or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by a Majority Interest, shall act, or cause one or more Persons to act, as be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (and, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation, or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties obligations of the original Liquidator) shall shall, within 30 thirty days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article 12, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest of following order and priority, to the Partners, subject to applicable Laws and the followingmaximum extent permitted by law:
Appears in 5 contracts
Samples: Eme Homer City Generation Lp, Eme Homer City Generation Lp, Eme Homer City Generation Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partner, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided Provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 5 contracts
Samples: Teppco Partners Lp, Teppco Partners Lp, Teppco Partners Lp
Liquidation. A. Upon dissolution of the Limited Partnership, unless its liabilities shall be paid in the Partnership order provided herein. The General Partner shall sell the Limited Partnership's property so that such disposition is continued under an election to reconstitute in the best interests of the Unit Holders, and continue shall execute all amendments terminating the Partnership pursuant to Section 13.2.2Limited Partnership. In connection with any such Sale, the General Partner shall actattempt to obtain the best prices for such property. Pending such Sales, the General Partner shall have the right to continue to operate and otherwise to deal with Limited Partnership property. In the event the Limited Partnership is dissolved on account of the Incapacity or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than Removal of the General Partner, the Limited Partnership shall elect, in accordance with the provisions of Article Twelve, a person (the "Liquidating Agent") shall be entitled to receive such compensation for its services as may be approved by a majority perform the function of the members of the Independent Committee. If the General Partner is acting as in liquidating the Liquidatorassets of the Limited Partnership and winding up its affairs, it and shall not pay to such Liquidating Agent its reasonable fees and expenses incurred in connection therewith. Gain or loss realized on the Sale or other disposition of the Limited Partnership's assets will be entitled credited to receive any additional compensation for acting (in the case of gain) or charged against (in the case of loss) each Partner's or Unit Holder's Capital Account to the extent allocable to such capacityPartner or Unit Holder under Sections 5.2 and 5.3. Any liquidation of the Limited Partnership shall take place out of court and without application being made therefor to the Secretary of State of the State. The Liquidator Liquidating Agent shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by Unit Holders owning a majority of the members of the Independent Committeeoutstanding Depositary Units. Upon dissolution, removal removal, or resignation of the LiquidatorLiquidating Agent, a successor and substitute Liquidator Liquidating Agent (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Agent) shall shall, within 30 days thereafter thereafter, be approved selected by Unit Holders owning a majority of the members of the Independent Committeeoutstanding Depositary Units. The right to approve appoint a successor or substitute Liquidator Liquidating Agent in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Agent are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Agent shall be deemed to refer also to any such successor or substitute Liquidator approved Liquidating Agent appointed in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein The Liquidating Agent shall have and may exercise, without further authorization or consent Consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sales set forth in Section 4.5B) to the extent necessary or desirable in the good faith judgment of the Liquidator Liquidating Agent to carry out the duties and functions of the Liquidator Liquidating Agent hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Agent to complete the winding-up and liquidation of the Limited Partnership as provided for herein. The Liquidator shall proceed to dispose Notwithstanding the provision of Section 9.1 which requires the liquidation of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest assets of the PartnersLimited Partnership, but subject to applicable Laws and the following:order or priorities set forth herein, if on dissolution of the Limited Partnership the General Partner or Liquidating Agent determines that an immediate sale of part or all of the Limited Partnership's assets would be impracticable or would cause undue loss to the Unit Holders, the General Partner or Liquidating Agent may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Limited Partnership (other than those to Partners).
Appears in 4 contracts
Samples: Geodyne Institutional Pension Energy Income P-2 LTD Ptnship, Geodyne Institutional Pension Energy Income P-2 LTD Ptnship, Geodyne Institutional Pension Energy Income P-2 LTD Ptnship
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 3 contracts
Samples: Ferrellgas Partners Finance Corp, Ferrellgas Finance Corp, Ferrellgas Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 3 contracts
Samples: Agreement, Agreement (Brookfield Renewable Energy Partners L.P.), Agreement (Brookfield Renewable Energy Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
Appears in 3 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon Majority Interest upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 3 contracts
Samples: Agreement (Buckeye Partners L P), Buckeye Partners L P, Buckeye Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least a majority of the Outstanding Common Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Common Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by the holders of at least a majority of the members of the Independent CommitteeOutstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 3 contracts
Samples: Agreement (Ferrellgas Partners Finance Corp), Ferrellgas L P, Ferrellgas Partners Finance Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.212.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by the Limited Partner shall act, or cause one or more Persons to act, as be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLimited Partner. Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article XIV) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 3 contracts
Samples: Agreement (Buckeye GP Holdings L.P.), Agreement (Buckeye GP Holdings L.P.), Agreement (Buckeye Partners L P)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2⁄3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2⁄3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2⁄3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2⁄3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:.
Appears in 3 contracts
Samples: Contribution Agreement (Enbridge Energy Partners Lp), Enbridge Energy Partners Lp, Enbridge Energy Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.217.3, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.317.4, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
Appears in 3 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.), bip.brookfield.com
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall actbe the liquidator (the "Liquidator"), or cause one or more Persons to act, unless and until a successor Liquidator is ---------- appointed as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the holders of a majority Majority in Interest. Within 30 days following the occurrence of the members any Event of the Independent Committee. Upon dissolution, removal or resignation of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by the holders of a Majority in Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall proceed to dispose of receive as compensation for its services (i) if the AssetsLiquidator is the General Partner, discharge its liabilitiesthe compensation and reimbursements specified in Section 5.5, and otherwise wind up its affairs in or (ii) if the Liquidator is not the General Partner, a reasonable fee plus out-of-pocket costs or such manner and over such period other compensation as the Liquidator determines to be holders of a Majority in the best interest of the Partners, subject to applicable Laws and the following:Interest may approve.
Appears in 2 contracts
Samples: Partnership Agreement (Anthony Crane Sales & Leasing Lp), Partnership Agreement (Anthony Crane Holdings Capital Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner, or if the General Partner has withdrawn in breach of this Agreement or been dissolved or removed a liquidator or liquidating committee selected by the Limited Partner shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLiquidator. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement hereof (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and shall apply and distribute the proceeds of such liquidation, unless otherwise wind up its affairs in such manner and over such period as required by mandatory provisions of applicable law, by the Liquidator determines to be in the best interest end of the Partnerstaxable year during which the liquidation occurs (or, subject to applicable Laws and if later, within 90 days after the following:date of such liquidation):
Appears in 2 contracts
Samples: Agreement (C&G Investments, LLC), C&G Investments, LLC
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2 of this Agreement, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1 of this Agreement, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in such manner apply and over such period as distribute the Liquidator determines to be proceeds of liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.212.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by the Limited Partner shall act, or cause one or more Persons to act, as be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLimited Partner. Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article XIV) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: Agreement (Buckeye Partners L P), Buckeye Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator Xxxxxxxxxx (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall actbe the liquidator (the "Liquidator"), or cause one or more Persons to act, unless and until a successor Liquidator is ---------- appointed as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the holders of a majority of the members Common Units. Within 30 days following the occurrence of the Independent Committee. Upon dissolution, removal or resignation any Event of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by the holders of a majority of the Class A Common Units. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall proceed to dispose receive as compensation for its services (i) if the Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not the General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as the holders of a majority of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:Class A Common Units may approve.
Appears in 2 contracts
Samples: Partnership Agreement (Anthony Crane Sales & Leasing Lp), Partnership Agreement (Anthony Crane Holdings Capital Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator Xxxxxxxxxx (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 2 contracts
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least a majority of the Outstanding Common Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Common Units. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by the holders of at least a majority of the members of the Independent CommitteeOutstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: Ferrellgas Partners Finance Corp, Ferrellgas Finance Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 13.1 or has withdrawn from the Partnership, a liquidator or liquidating committee selected by the mutual agreement of the other Partners shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent CommitteeLimited Partner. If The Liquidator shall (if other than the General Partner is acting as the Liquidator, it shall not Partner) be entitled to receive any additional such compensation for acting in such capacityits services as may be approved by the Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) and to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out Liquidator, the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: Merry Maids Limited Partnership, ServiceMaster Consumer Services Limited Partnership
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, -65- 74 the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by a majority of the Outstanding Units, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: Kinder Morgan Energy Partners L P, Kinder Morgan Energy Partners L P
Liquidation. A. Upon dissolution of the Limited Partnership, unless its liabilities shall be paid in the Partnership order provided herein. The General Partner shall sell the Limited Partnership's property so that such disposition is continued under an election to reconstitute in the best interests of the Unit Holders, and continue shall execute all amendments terminating the Partnership pursuant to Section 13.2.2Limited Partnership. In connection with any such Sale, the General Partner shall actattempt to obtain the best prices for such property. Pending such Sales, the General Partner shall have the right to continue to operate and otherwise to deal with Limited Partnership property. In the event the Limited Partnership is dissolved on account of the Incapacity or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than Removal of the General Partner, the Limited Partnership shall elect, in accordance with the provisions of Article Twelve, a person (the "Liquidating Agent") shall be entitled to receive such compensation for its services as may be approved by a majority perform the function of the members of the Independent Committee. If the General Partner is acting as in liquidating the Liquidatorassets of the Limited Partnership and winding up its affairs, it and shall not pay to such Liquidating Agent its reasonable fees and expenses incurred in connection therewith. Gain or loss realized on the Sale or other disposition of the Limited Partnership's assets will be entitled credited to receive any additional compensation for acting (in the case of gain) or charged against (in the case of loss) each Partner's or Unit Holder's Capital Account to the extent allocable to such capacityPartner or Unit Holder under Sections 5.2 and 5.3. Any liquidation of the Limited Partnership shall take place out of court and without application being made therefor to the Secretary of State of the State. The Liquidator Liquidating Agent shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by Unit Holders owning a majority of the members of the Independent Committeeoutstanding Depositary Units. Upon dissolution, removal removal, or resignation of the LiquidatorLiquidating Agent, a successor and substitute Liquidator Liquidating Agent (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Agent) shall shall, within 30 days thereafter thereafter, be approved selected by Unit Holders owning a majority of the members of the Independent Committeeoutstanding Depositary Units. The right to approve appoint a successor or substitute Liquidator Liquidating Agent in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Agent are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Agent shall be deemed to refer also to any such successor or substitute Liquidator approved Liquidating Agent appointed in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein The Liquidating Agent shall have and may exercise, without further authorization or consent Consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sales set forth in Section 4.5B) to the extent necessary or desirable in the good faith judgment of the Liquidator Liquidating Agent to carry out the duties and functions of the Liquidator Liquidating Agent hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Agent to complete the winding-up and liquidation of the Limited Partnership as provided for herein. The Liquidator shall proceed to dispose Notwithstanding the provision of Section 9.1 which require the liquidation of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest assets of the PartnersLimited Partnership, but subject to applicable Laws and the following:order or priorities set forth herein, if on dissolution of the Limited Partnership the General Partner or Liquidating Agent determines that an immediate sale of part or all of the Limited Partnership's assets would be impracticable or would cause undue loss to the Unit Holders, the General Partner or Liquidating Agent may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Limited Partnership (other than those to Partners).
Appears in 2 contracts
Samples: Geodyne Energy Income LTD Partnership Ii-B, Geodyne Energy Income LTD Partnership Ii-B
Liquidation. (a) Upon dissolution of the Partnership, the General Partner, or in the event the General Partner has been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.213.1(b), a liquidator or liquidating committee selected by a Majority Interest of the General Partner Limited Partners, shall act, or cause one or more Persons to act, as be the “Liquidator. .” The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority Majority Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and duties of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved selected by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer Table of Contents also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall proceed cause a proper accounting to dispose be made by the Accountant of the AssetsPartnership’s assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as operations through the Liquidator determines to be in the best interest last day of the Partnerscalendar month in which the dissolution occurs or the final liquidation is completed, subject to applicable Laws and the following:as applicable
Appears in 2 contracts
Samples: Ensource Energy Income Fund LP, Ensource Energy Income Fund LP
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise wind up its affairs required by mandatory provisions of applicable law: the payment to creditors of the Partnership, including, without limitation, Partners who are creditors, in such manner the order of priority provided by law; and over such period as the creation of a reserve of cash or other assets of the Partnership for contingent liabilities in an amount, if any, determined by the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:appropriate for such purposes;
Appears in 2 contracts
Samples: www.lw.com, Enbridge Energy Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least a majority of the Outstanding Voting Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Voting Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the thc Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: El Paso Energy Partners Lp, El Paso Corp/De
Liquidation. Upon dissolution of the Partnership, unless the General Partner, or, in the event the General Partner has been dissolved or removed or has withdrawn from the Partnership, or the Partnership is continued under an election to reconstitute and continue the Partnership has been dissolved pursuant to Section 13.2.215.01(a)(i), 15.01(a)(ii) or 15.01(a)(v), a liquidator or liquidating committee approved by a Majority Approval shall be the General Partner shall act, or cause one or more Persons to act, as the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Approval. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Approval. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall within 30 60 days thereafter be approved by a majority Majority Approval. If a Liquidating Trustee is not selected and qualified within the time periods set forth in this Section 15.02, any Limited Partner or Unitholder may apply to any court of competent jurisdiction for the winding up of the members Partnership and, if appropriate, the appointment of the Independent Committeea Liquidating Trustee. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions thereof, and every reference herein to the Liquidating Trustee shall be deemed to refer also to any such successor or substitute Liquidator approved liquidator appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 15, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) ), regardless of whether the Liquidating Trustee is the General Partner, to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator Liquidating Trustee shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: www.alliancebernstein.com, Alliance Capital Management Holding Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner a liquidator or liquidating committee selected by a Majority Interest shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ fifteen (15) days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLiquidator. Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) hereof to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and shall apply and distribute the proceeds of such liquidation, unless otherwise wind up its affairs required by mandatory provisions of applicable law, (a) first to the payment to creditors of the Partnership, including Partners in such manner and over such period their capacity as the Liquidator determines creditors, in order of priority provided by law, (b) then to be in the best interest of the Partners, subject in proportion to applicable Laws and the following:number of Units owned by each Partner.
Appears in 2 contracts
Samples: Central Precast Concrete, Inc,, Central Precast Concrete, Inc,
Liquidation. Upon dissolution of the Partnership, unless the General Partner, or, in the event the General Partner has been dissolved or removed or has withdrawn from the Partnership, or the Partnership is continued under an election to reconstitute and continue the Partnership has been dissolved pursuant to Section 13.2.215.01(a)(i), 15.01(a)(ii) or 15.01(a)(v), a liquidator or liquidating committee approved by a Majority Approval shall be the General Partner shall act, or cause one or more Persons to act, as the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Approval. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Approval. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall within 30 60 days thereafter be approved by a majority Majority Approval. If a Liquidating Trustee is not selected and qualified within the time periods set forth in this Section 15.02, any Limited Partner may apply to any court of competent jurisdiction for the winding up of the members Partnership and, if appropriate, the appointment of the Independent Committeea Liquidating Trustee. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions thereof, and every reference herein to the Liquidating Trustee shall be deemed to refer also to any such successor or substitute Liquidator approved liquidator appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 15, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) ), regardless of whether the Liquidating Trustee is the General Partner, to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator Liquidating Trustee shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: www.alliancebernstein.com, Alliance Capital Management Holding Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or has withdrawn from the Partnership, a liquidator or liquidating committee selected by the mutual agreement of the other Partners shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) to the extent necessary or desirable in the good faith judgment judgement of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation, in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 2 contracts
Samples: Merry Maids Limited Partnership, ServiceMaster Consumer Services Limited Partnership
Liquidation. Upon dissolution of the Partnership, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.214.2, the General Partner or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or withdrawn from the Partnership, a liquidator or liquidating committee selected by a Majority Interest, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ fifteen days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least a Unit Majority, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityUnit Majority. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by at least a majority of the members of the Independent CommitteeUnit Majority. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by at least a majority of the members of the Independent CommitteeUnit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article 14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Teppco Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the Managing General Partner, or in the event the Managing General Partner shall acthas been removed or dissolved or become bankrupt (as defined in Section 14.1), the Advising General Partner, or cause one in the event the Advising General Partner has been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest, shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the a General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the a General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: New England Investment Companies L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner, or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by a Majority Interest, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeMajority Interest. The right to approve a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein. to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 16.1(a)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The General Partner or the Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: FFP Real Estate Trust
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall act, or cause one or more Persons to act, act as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority liquidator of the members of Partnership (the Independent Committee. If the General Partner "LIQUIDATOR"), unless and until a successor Liquidator is acting appointed as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a majority Majority Interest. Within 30 days following the occurrence of the members any Event of the Independent Committee. Upon dissolution, removal or resignation of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall proceed to dispose of the Assets, discharge receive as compensation for its liabilities, and otherwise wind up its affairs in such manner and over such period as services (i) if the Liquidator determines to be is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the best interest of the PartnersLiquidator is not a General Partner, subject to applicable Laws and the following:a reasonable fee plus out-of-pocket costs or such other compensation as a Majority Interest may approve.
Appears in 1 contract
Samples: Transwestern Holdings Lp
Liquidation. (a) Upon dissolution of the Partnership, the General Partner, or in the event the General Partner has been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.213.1(b), a liquidator or liquidating committee selected by a Majority Interest of the General Partner Limited Partners, shall act, or cause one or more Persons to act, as be the "Liquidator. ." The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority Majority Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and duties of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved selected by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall proceed cause a proper accounting to dispose be made by the Accountant of the AssetsPartnership's assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as operations through the Liquidator determines to be in the best interest last day of the Partnerscalendar month in which the dissolution occurs or the final liquidation is completed, subject to applicable Laws and the following:as applicable
Appears in 1 contract
Samples: Ensource Energy Income Fund LP
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66⅔% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66⅔% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66⅔% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66⅔% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:.
Appears in 1 contract
Samples: Contribution Agreement (Enbridge Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, has become bankrupt as set forth in Section 12.1 or has withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partners, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Terra Nitrogen Co L P /De
Liquidation. Upon dissolution of the PartnershipCompany, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall actRRI, or cause one if RRI has withdrawn or more Persons to actbecome bankrupt as defined in Section 14.2, as JHSC or a Person or liquidating committee selected by JHSC, shall be the Liquidator. The Liquidator (if other than the General PartnerRRI) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityJHSC. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeJHSC. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeJHSC. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLiquidator. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner RRI under the terms of this Agreement hereof (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinCompany. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesCompany, and shall apply and distribute the proceeds of such liquidation, unless otherwise wind up its affairs required by mandatory provisions of applicable law, first, to the payment to creditors of the Company, including Members, in order of priority provided by law and then, following the allocation of Company income gain, loss and deduction as provided in Section 7.1, to the Members, in proportion to and to the extent of the positive balances in their respective Capital Accounts as adjusted to reflect the allocations provided in Section 7.1; provided that the Liquidator may place in escrow a reserve of cash or other assets of the Company for contingent liabilities in such manner and over such period as amount determined by the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:appropriate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cr Resorts Capital S De R L De C V)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved 45 by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least a majority of the Outstanding Voting Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Voting Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Gulfterra Energy Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 1 contract
Samples: Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Buckeye Partners L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartnership Policy Committee or its designee, or cause one or more Persons if it fails to act, as a liquidator or liquidating committee approved by a majority of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General PartnerPartnership Policy Committee or its designee) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General PartnerPartnership Policy Committee or its designee) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Partnership Policy Committee and the General Partner Partners under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.4(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Northern Border Partners Lp
Liquidation. (a) Upon dissolution of the PartnershipCompany, unless the Partnership is continued under an election to reconstitute and continue the Partnership Company is made pursuant to Section 13.2.211.1(b), a liquidator or liquidating committee selected by a Majority Interest of the General Partner Members, shall act, or cause one or more Persons to act, as be the “Liquidator. .” The Liquidator (if other than the General PartnerCompany) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority Majority Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMembers. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General PartnerCompany) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Interest of the members of the Independent CommitteeMembers. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and duties of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved selected by a majority Majority Interest of the members of the Independent CommitteeMembers. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 11, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner Company under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall proceed cause a proper accounting to dispose be made by the Accountant of the AssetsCompany’s assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as operations through the Liquidator determines to be in the best interest last day of the Partnerscalendar month in which the dissolution occurs or the final liquidation is completed, subject to applicable Laws and the following:as applicable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ensource Energy Income Fund LP)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding LP Units, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding LP Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding LP Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding LP Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article 14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Teppco Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartnership Policy Committee or its designee, or cause one or more Persons if it fails to act, as a liquidator or liquidating committee approved by the Limited Partners, shall be the Liquidator. The Liquidator (if other than the General PartnerPartnership Policy Committee or its designee) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General PartnerPartnership Policy Committee or its designee) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Partnership Policy Committee and the General Partner Partners under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.4(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Administrative Services Agreement (Northern Border Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may -72- 82 be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Lakehead Pipe Line Partners L P
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.215.2, the General Partner or, in the event the General Partner has ceased to be such, a liquidator or liquidating committee approved by a Majority Vote of the Limited Partners, shall act, or cause one or more Persons to act, as be the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority Majority Vote of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 60 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Vote of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall within 30 90 days thereafter be approved by a majority Majority Vote of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee shall be deemed to refer also to any such successor or substitute Liquidator approved liquidator appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XV, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (Agreement, but subject to all of the applicable limitations, limitations (contractual and or otherwise), upon the exercise of such powers) , regardless of whether the Liquidating Trustee is the General Partner, to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed In the event that no Person is selected to dispose be the Liquidating Trustee within the time periods set forth above, any Partner may make application to the Court of Chancery of the AssetsState of Delaware to wind up the affairs of the Partnership and, discharge its liabilitiesif deemed appropriate, to appoint a Liquidating Trustee. The Liquidating Trustee shall liquidate the assets of the Partnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityunless and until a successor Liquxxxxxx xx appointed as provided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a majority Majority Interest. Within 30 days following the occurrence of the members any Event of the Independent Committee. Upon dissolution, removal or resignation of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall proceed to dispose of the Assets, discharge receive as compensation for its liabilities, and otherwise wind up its affairs in such manner and over such period as services (i) if the Liquidator determines to be is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the best interest of the PartnersLiquidator is not a General Partner, subject to applicable Laws and the following:a reasonable fee plus out-of-pocket costs or such other compensation as a Majority Interest may approve.
Appears in 1 contract
Samples: TWP Capital Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the Managing General Partner shall actor, in the event the Managing General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1, or cause one has withdrawn from the Partnership, a liquidator or more Persons to act, as liquidating committee selected by the mutual agreement of the other Partners shall be the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ fifteen (15) days prior written notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved removal, given by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) and to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out Liquidator, the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation, in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: ARAMARK FHC Kansas, Inc.
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.212.2.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent CommitteeGeneral Partner. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeGeneral Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeGeneral Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.312.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator Xxxxxxxxxx (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
Appears in 1 contract
Samples: Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent [A&R LP AGR_BREP] Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 1 contract
Samples: Agreement (Brookfield Renewable Energy Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Partnership shall be liquidated as prescribed in this Agreement. The Managing General Partner shall actact as Liquidator provided that, if the Managing General Partner has withdrawn or cause one been removed from the Partnership, then the Liquidator shall be the Person or more Persons committee approved by a Majority Interest to act, as liquidate the LiquidatorPartnership pursuant to Section 16.3. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 16, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 19.1) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in shall apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provision of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Agreement of Merger (ServiceMaster Consumer Services Limited Partnership)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved, become bankrupt as set forth in Section 12.1 or more Persons to actwithdrawn from the Partnership, as a liquidator or liquidating committee approved by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Eott Energy Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66⅔% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66⅔% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66⅔% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66⅔% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Enbridge Energy Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Ferrellgas Partners Finance Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent [A&R LP AGR_BREP] 42 Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 1 contract
Samples: Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership, which may be the General Partner (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: New England Investment Companies L P
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least a majority of the Outstanding Class A Units and Class B Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Class A Units and Class B Units. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by the holders of at least a majority of the members of the Independent CommitteeOutstanding Class A Units and Class B Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Agreement (Ferrellgas L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, has become bankrupt as set forth in Section 12.1(a)(iii) or (iv) or has withdrawn from the Partnership, a liquidator or liquidating committee approved by the Record Holders of at least a Majority of the Outstanding Partnership Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by Record Holders of at least a majority Majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Partnership Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by Record Holders of at least a majority Majority of the members of the Independent CommitteeOutstanding Partnership Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by Record Holders of at least a majority Majority of the members of the Independent CommitteeOutstanding Partnership Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Partnership Assets, discharge its liabilities, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by any Certificate of Designation for the Partners, subject to Preferred Units or mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, has become bankrupt as set forth in Section 12.1(a)(iii) or (iv) or has withdrawn 36 43 from the Partnership, a liquidator or liquidating committee approved by the Record Holders of at least a Majority of the Outstanding Partnership Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by Record Holders of at least a majority Majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Partnership Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by Record Holders of at least a majority Majority of the members of the Independent CommitteeOutstanding Partnership Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by Record Holders of at least a majority Majority of the members of the Independent CommitteeOutstanding Partnership Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Partnership Assets, discharge its liabilities, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by any Certificate of Designation for the Partners, subject to Preferred Units or mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon Majority Interest upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law: (a) to creditors of the Partnership (including Partners, subject to applicable Laws and the following:); and
Appears in 1 contract
Samples: Agreement (Buckeye Partners L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, has become bankrupt as set forth in Section 13.1 or has withdrawn from the Partnership, a liquidator or liquidating committee approved by holders of at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority holders of at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority holders of at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority holders of at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Terra Nitrogen Co L P /De
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by a majority of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in such manner apply and over such period as distribute the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:proceeds of
Appears in 1 contract
Samples: Kinder Morgan Management LLC
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 662/3% of the Outstanding LP Units, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 662/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding LP Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority at least 662/3% of the members of the Independent CommitteeOutstanding LP Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority at least 662/3% of the members of the Independent CommitteeOutstanding LP Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article 14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Teppco Partners Lp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2 hereof, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least 66 2/3% of the outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority the holders of at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityoutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent Committeeoutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority the holders of at least 66 2/3% of the members of the Independent Committeeoutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b) hereof) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Plum Creek Timber Co L P
Liquidation. (a) Upon the dissolution of the PartnershipCompany, BPOP shall be appointed to act as liquidator (the "LIQUIDATOR") to wind up the affairs of the Company, unless the Partnership is continued under an election to reconstitute and continue dissolution has been caused by the Partnership pursuant to Section 13.2.2termination, the General Partner removal or withdrawal of BPOP, in which case CalPERS shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled required to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committeeother Member. Upon dissolution, the resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedappointed. Except as expressly provided in this Section 13.3SECTION 6.2, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner Manager under the terms of this Agreement (but provided that the Liquidator shall be subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent appropriate or necessary or desirable in the reasonable and good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership Company as provided for herein. The Liquidator shall proceed to dispose management of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as Company shall continue to be governed by the provisions of ARTICLE IV while the Liquidator determines to be in winds up the best interest of the Partners, subject to applicable Laws and the following:Company.
Appears in 1 contract
Samples: Operating Agreement (Burnham Pacific Properties Inc)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions of this Agreement, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in such manner apply and over such period as distribute the Liquidator determines to be proceeds of liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Agreement (Young Touchstone Co)
Liquidation. (a) Upon dissolution of the Partnership, unless Partnership or the Partnership is continued under an election occurrence of any event referred to reconstitute and continue the Partnership pursuant to in Section 13.2.213.1(c), the General Partner shall act, or cause one or more Persons to act, as be the "Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If ," unless and until the General Partner is acting as the appoints a successor Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committeewritten notice. Upon dissolution, removal or resignation of the Liquidator, a The successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose receive as compensation for its services (i) if the Liquidator is the General Partner or an Affiliate of the AssetsGeneral Partner, discharge its liabilitiesthe compensation and reimbursements specified in Section 5.5, and otherwise wind up its affairs in or (ii) if the Liquidator is not the General Partner or an Affiliate of the General Partner, a reasonable fee plus out-of-pocket costs or such manner and over such period other compensation as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:General Partner may approve.
Appears in 1 contract
Samples: Bki Asset Management Corp
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, a liquidator or liquidating committee approved by the General Partner shall act, will be responsible for the liquidation. The Person or cause one Persons who assume such responsibility (which may include the General Partner or more Persons any Partner or officer) are referred to act, herein as the “Liquidator. .” The Liquidator (if other than the General Partner) shall will be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityPartner. The Liquidator shall will agree not to resign at any time without 15 fifteen days’ prior notice written Notice to the Partners and (if other than the General Partner) may be removed at any time, with or without cause, by notice Notice of removal approved by a majority of the members of the Independent CommitteeGeneral Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall will have and succeed to all rights, powers and duties of the original Liquidator) shall will within 30 thirty days thereafter be approved selected by a majority of the members of the Independent CommitteeGeneral Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall will be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article, the Liquidator approved appointed in the manner provided herein shall will have and may exercise, without further authorization or consent of any of the parties hereto, all of the general powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall will be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partnersmay, subject to all of the limitations placed on the powers and rights of the General Partner, liquidate the assets of the Partnership, and will apply and distribute the proceeds of such liquidation, together with any remaining Property, in the following order of priority, unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: Limited Partnership Agreement (VOC Brazos Energy Partners, LP)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:.
Appears in 1 contract
Samples: Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless an election to continue the business of the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.213.03, the General Partner Partner, or, in the event the dissolution is caused by an event described in Section 13.02(b), a Person or Persons selected by a Majority Interest, shall act, or cause one or more Persons to act, as be the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee shall proceed without any unnecessary delay to sell or otherwise liquidate the Partnership Assets and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (a) to pay (or to make provision for the payment of) all creditors of the Partnership, other than Partners, in the order of priority provided by law; (b) to pay, on a pro rata basis, all creditors of the Partnership that are Partners; and (c) after the payment (or the provision for payment) of all debts, liabilities, and obligations of the Partnership, to the General Partner and the Record Holders in accordance with Section 5.03. The Liquidating Trustee, if other than the General Partner) , shall be entitled to receive such compensation for its services as Liquidating Trustee as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 days’ sixty (60) days prior written notice and (and, if other than the General Partner) , may be removed at any time, with or without cause, by written notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall be selected within 30 ninety (90) days thereafter be approved by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee will be deemed to refer also to any such successor or substitute Liquidator approved Liquidating Trustee appointed in the 45 manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator Liquidating Trustee to carry out the duties and functions of the Liquidator Liquidating Trustee hereunder (including the establishment of reserves for liabilities that are contingent or uncertain in amount) for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed In the event that no Person is selected to dispose be the Liquidating Trustee as herein provided within one hundred twenty (120) days following the event of dissolution, or in the event the Record Holders fail to select a successor or substitute Liquidating Trustee within the time periods set forth above, any Partner may make application to a Court of Chancery of the Assets, discharge its liabilities, and otherwise State of Delaware to wind up its the affairs in such manner and over such period as the Liquidator determines to be in the best interest of the PartnersPartnership and, subject if deemed appropriate, to applicable Laws and the following:appoint a Liquidating Trustee. 13.06.
Appears in 1 contract
Samples: www.sec.gov
Liquidation. (a) Upon dissolution of the Partnership, the General Partner, or in the event the General Partner has been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.213.1(b), a liquidator or liquidating committee selected by a Majority Interest of the General Partner Limited Partners, shall act, or cause one or more Persons to act, as be the “Liquidator. .” The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority Majority Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and duties of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved selected by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The As promptly as possible after dissolution and again after final liquidation, the Liquidator shall proceed cause a proper accounting to dispose be made by the Accountant of the AssetsPartnership’s assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as operations through the Liquidator determines to be in the best interest last day of the Partnerscalendar month in which the dissolution occurs or the final liquidation is completed, subject to applicable Laws and the following:as applicable
Appears in 1 contract
Samples: Ensource Energy Income Fund LP
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in such manner apply and over such period as distribute the Liquidator determines to be proceeds of liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: gentrymillscapital.com
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actor, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1, or cause one has withdrawn from the Partnership, a liquidator or more Persons to act, as liquidating committee selected by the mutual agreement of the Limited Partners shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation, in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: ServiceMaster Consumer Services Limited Partnership
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner, or, in the event the General Partner has been dissolved or removed or withdrawn from the Partnership, a liquidator or liquidating committee selected by the mutual agreement of the other Partners, shall act, be the Liquidator. If the General Partner or cause one any liquidator or more Persons to act, liquidating committee is acting as the Liquidator, that party shall give a notice from the Partnership as described in Section 8(c) of the Exchange Rights Agreement. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeClass A Limited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeClass A Limited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provision of applicable Laws and the followinglaw:
Appears in 1 contract
Samples: ServiceMaster Consumer Services Limited Partnership
Liquidation. (a) Upon dissolution of the Partnership, unless Partnership or the Partnership is continued under an election occurrence of any event referred to reconstitute and continue the Partnership pursuant to in Section 13.2.213.1(c), the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityunless and until a successor Liquidator is appointed as provided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (if other than the General Partner) written notice. The Liquidator may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a majority Majority Interest; provided that if the dissolution of the members of Partnership resulted from an event described in Section 13.1(a), the Independent CommitteeGeneral Partner may not be removed as Liquidator. Upon dissolution, removal or resignation of If the LiquidatorLiquidator resigns, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge receive as compensation for its liabilities, and otherwise wind up its affairs in such manner and over such period as services (i) if the Liquidator determines to be is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the best interest of Liquidator is not the PartnersGeneral Partner, subject to applicable Laws and the following:a reasonable fee plus out-of- pocket costs or such other compensation as a Majority Interest may approve.
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
Appears in 1 contract
Samples: Agreement (Brookfield Infrastructure Partners L.P.)
