Method of Liquidation. Upon the happening of any of the events specified in Section 10.1 above, which require the Partnership to be liquidated and dissolved, the then General Partner of the Partnership or, in the event there is no remaining General Partner of the Partnership, such persons as may be designated by a majority of the Limited Partners, shall convert the Partnership assets into cash, and shall account for all cash proceeds separately for each Restaurant. All such cash shall be applied and distributed separately for each Restaurant in the following manner and in the following order of priority:
Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by those Limited Partners holding in the aggregate more than fifty percent 50% of the Percentage Interests held by all Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share Operating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the order of priority as follows:
Method of Liquidation. Upon the happening of any of the events specified in Section 7.1, the Company shall continue solely for the purpose of winding up its affairs liquidating its assets, and satisfying the claims of its creditors and Members. The Board of Directors shall be responsible for overseeing the winding up and liquidation of the Company. In the course of winding up its affairs, any of the Company’s assets may be sold upon the consent of the Board of Directors, and any proceeds derived from any such sale, together with all assets that are not sold, shall be applied and distributed in the following manner and in the following order of priority:
Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share distributions, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following order:
Method of Liquidation. Upon the happening of any of the events specified in Article 6, the General Partner (or if there be no General Partner, a liquidating trustee selected by those Limited Partners holding in the aggregate more than fifty percent (50%) of the Percentage Interests held by all Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share Operating Cash Flow and Capital Cash Flow during the period of liquidation in the same proportions as before dissolution. The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the order of priority as follows:
Method of Liquidation. Upon the happening of any of the events specified in Section 14.1 above, the General Partner (or if there be no General Partner, a liquidating trustee selected by a Majority-in-Interest of the Limited Partners) shall immediately commence to wind up the Partnership's affairs and shall liquidate the assets of the Partnership as promptly as possible, unless the General Partner, or the liquidating trustee, shall determine that an immediate sale of Partnership assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time. The Partners shall continue to share Operating Cash Flow, Capital Cash Flow, Profits and Losses during the period of liquidation in the same proportions as before dissolution (subject to Section 14.2(C) below). The proceeds from liquidation of the Partnership, including repayment of any debts of Partners to the Partnership, shall be applied in the following order:
Method of Liquidation. 42 15.3 Distribution in Kind......................................... 43 15.4
Method of Liquidation. 37 14.3 DATE OF TERMINATION..............................................................................38 14.4 RECONSTITUTION UPON BANKRUPTCY...................................................................38 14.5 DEATH, LEGAL INCOMPETENCY, ETC. OF A LIMITED PARTNER.............................................38
Method of Liquidation. Upon the happening of any of the events specified in Section 12(a) above which require the Partnership to be dissolved and liquidated, the Managing General Partner or, if there is no Managing General Partner, any General Partner, or, if there is no remaining general partner of the Partnership, such persons as may be designated in writing by a majority in interest of the Limited Partners (such Managing General Partner, other General Partner or designated person being referred to as the "Liquidator"), shall convert the Partnership Assets into cash, and, notwithstanding the provisions of the Uniform Limited Partnership Act of the State of Maryland, all such cash shall be applied and distributed in the manner and in the order of priority set forth in Section 10(e).
Method of Liquidation. Upon the dissolution of the Partnership --------------------- pursuant to Section X.A. above, such Person or Persons as a Majority of Partnership Interests shall designate (the "Liquidator") shall commence to wind up the Partnership's affairs and distribute its assets as promptly as possible. The Liquidator (if other than a Partner) shall be entitled to receive such compensation for its services as may be approved by the vote of a Majority of Partnership Interests. Except as expressly provided in this Article X, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all the powers of the Partnership under the terms of this Agreement (but subject to all 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 complete the winding up and liquidation of the Partnership as provided for herein. The Partnership's business and affairs shall be liquidated in an orderly manner and the Liquidator may sell such properties of the Partnership as may be required for such purposes, including without limitation any property which may not be susceptible to division upon distribution to the Partners. The Partners shall continue to share net cash flow, profits and losses during the period of liquidation in the same proportions as before dissolution. The proceeds from liquidation or other Partnership assets, including any assets to be distributed in kind (valued using such reasonable method of valuation as the Management Committee shall determine, as though such assets were liquidated and reduced to cash), shall be applied in the order of priority as follows:
