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:
(a) to the payment of the debts and liabilities of the Partnership relating to that Restaurant and to the expenses of liquidation in the order of priority as provided by law; then,
(b) to the establishment of any reserves deemed necessary by the then General Partner of the Partnership, or by the persons designated by a majority in interest of the Limited Partners in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership relating to that Restaurant; provided, however, that any such reserves established hereunder shall be paid over to a third party to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the then General Partner of the Partnership, or the persons designated by a majority in interest of the Limited Partners in the event there is no remaining General Partner of the Partnership, deem advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 10.2; then,
(c) to the repayment of any liabilities or debts, other than capital accounts, of the Partnership to any of the Partners relating to that Restaurant; then,
(d) to the Partners in proportion to their Partnership Interests (as specified on Exhibit B).
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:
A. Debts of the Partnership, including repayments of principal and interest on loans and advances made by the General Partner pursuant to Sections 3.3 and/or 9.7 above; then
B. To the establishment of any reserves deemed necessary or appropriate by the General Partner, or by the person(s) winding up the affairs of the Partnership in the event there is no remaining General Partner of the Partnership, for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partner, or such person(s) deems advisable, the balance of such reserves shall be distributed in the manner provided hereinafter in this Section 14.2 as though such reserves had been distributed contemporaneously with the other funds distributed hereunder; and then
C. To the Partners in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. In connection therewith, income, gain and loss of the Partnership (and to the extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to the taxable year in which the distribution pursuant to this Section 14.2(C) is to be made or a precedi...
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:
7.2.1 To the payment of the debts and liabilities of the Company and to the expenses of liquidation in the order of priority as provided by law, and to the establishment of any reserves that the Board of Directors deems necessary for any contingent liabilities or obligations of the Company; then
7.2.2 To the payment of any liabilities or debts, other than capital accounts, of the Company to any of the Members; then
7.2.3 To the Members (and assignees) in accordance with the relative positive balances of their capital accounts, after giving effect to all contributions, distributions and allocations under this Agreement for all periods as required by Section 704(b) of the Code and the regulations promulgated thereunder. In the course of any liquidation, the difference between the fair market value and book value of any assets that are distributed in kind shall be credited or charged, as the case may be, to the Members’ (or assignees’) capital accounts.
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. 42 15.3 Distribution in Kind......................................... 43 15.4
Method of Liquidation. Upon the happening of any event specified in Section 11.1, and provided the Partnership is not continued as provided therein, such special liquidator as the Partners shall designate as a Major Decision (the “Liquidator”), shall immediately commence to wind up the Partnership’s affairs and shall liquidate the Partnership Assets as promptly as possible, in an orderly and businesslike manner, unless the Liquidator shall determine that an immediate sale of the Partnership Assets would cause undue loss to the Partnership, in which event the liquidation may be deferred for a reasonable time, or all or part of the Partnership Assets may be distributed in kind. As promptly as possible after dissolution, the Liquidator shall prepare a final statement of account which shall reflect the status of each Partner’s Capital Account, and such other items and matters which it deems to be appropriate. The Liquidator, shall determine the fair market value of the remaining Partnership Assets using appraisal techniques which it deems to be appropriate. The Partnership shall pay fees to the Liquidator for services performed pursuant to Section 11.2 and reimburse Liquidator for its reasonable costs and expenses in performing those services as are approved by the General Partner. The Liquidator shall have the same limitation on liability and rights to indemnification as a General Partner pursuant to Section 5.8. Net Cash Flow and all other Partnership Assets shall be applied and distributed as follows and in the following order of priority:
(a) to the payment of the debts and liabilities of the Partnership, excluding any loans or advances from Partners; provided, however, if the Partnership makes distributions in kind of undivided interests in Partnership Assets which secure mortgage indebtedness, then each Partner receiving such distribution of assets in kind subject to such mortgage indebtedness shall be severally liable (as among each other, but not for the benefit of third parties) for its proportionate part of such mortgage indebtedness (which need not be paid or otherwise discharged out of the proceeds of liquidation) in proportion to its interest in such assets so distributed; provided, further, that no Partner intends hereby to incur (except as among each other, and then only to the extent of the value of his interest), nor does any Partner assume any liability on any such mortgage indebtedness which such Partner has not previously incurred under the terms of the instrumen...
Method of Liquidation. Upon the occurrence of a Dissolution Event, the Company shall liquidate its assets in a manner that is consistent with avoiding undue loss and apply and distribute its assets in the following manner and in the following order of priority:
(a) to the payment of the debts and liabilities of the Company (other than debts and liabilities of the Company addressed in paragraph (b) below, but including the establishment of such reserves as the Members reasonably deem necessary to wind up the Company’s affairs and to provide for any contingent liabilities or obligations of the Company) and to the expenses of liquidation in the order of priority as provided by Law; then
(b) to the Members in accordance with Section 7.1.
Method of Liquidation. Upon the happening of any of the events specified in Section 23.1 above which require the Company to be terminated, liquidated and dissolved, the Company, notwithstanding any provisions to the contrary in the Act, shall liquidate its assets in a manner that is consistent with avoiding undue loss and apply and distribute its assets in the following manner and in the following order of priority:
(a) To the payment of the debts and liabilities of the Company (other than the Capital Accounts of the Members) and to the expenses of liquidation in the order of priority as provided by law; then
(b) To the repayment of any debts or liabilities of the Company to the Members, and
(c) Then in the order of priority set forth in Section 9.1(b) hereof;
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:
A. Debts of the Partnership, including repayment of principal and interest on loans and advances made by the General Partner; then
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).
