Priority of Dissolution Sample Clauses
Priority of Dissolution. Upon the occurrence of any of the events set forth in Section 8.02 below, the Partnership shall be dissolved, the affairs of the Partnership wound up and the property of the Partnership distributed and applied in the following order of priority:
a. First, to the payments of any debts and liabilities of the Partnership owing to persons other than any of the Partners;
b. Second, to the payment of any debts and liabilities of the Partnership owing to any Partner, but in the event the amount available for such payment is insufficient to satisfy all such debts and liabilities, then to such Partners in the proportion which their respective claims bear to the claims of all such Partners; and
c. Last, to the Partners in the proportion which the positive balance in each Partner's positive capital account bears to the aggregate capital account balance of all Partners at that time. No Partner shall have a priority over any other Partner with respect to the distribution under subparagraph (c) above. Distributions made in accordance with this Section 8.01 shall be in full satisfaction of the Partner's claim against the Partnership for distribution and liquidation. A General Partner (but not a Limited Partner) shall be liable to restore to the Partnership any negative balance standing in such Partner's capital account, following the distributions required under this Section 8.01, which amount shall, when paid to the Partnership, be distributed by the Partners to the creditors of the Partnership, or to the other Partners in accordance with this Section 8.01. The Partner restoring any such negative balance shall be required to do so at a time not later than the latest permissible time permitted under Treas. Reg. Section 1.704-1(b)(2)(ii). In making distributions to the Partners, the positive capital account balances of the Partners shall be determined after taking into account all capital account adjustments required by Treas. Reg. Section 1.704-1(b)(2).
Priority of Dissolution. 17 8.02. Events Causing Dissolution ............................................ 18 8.03. Agreement in Event of Dissolution by Act or Event Relating to Less Than All Partners ........................................................ 18 8.04. Designation of a General Partner ...................................... 19 8.05. Bankruptcy, Incompetency or Death of a Limited Partner ................ 19 8.06.
Priority of Dissolution. Events Causing Dissolution.................................. 27 --------------------------
Priority of Dissolution. Upon the occurrence of any of the events set forth in Section 9.02 below, the Company shall be dissolved, the affairs of the Company wound up and the property of the Company distributed and applied in the following order of priority:
a. First, to the payments of any debts and liabilities of the Company owing to persons other than any of the Members;
b. Second, to the payment of any debts and liabilities of the Company owing to the Member, but in the event the amount available for such payment is insufficient to satisfy all such debts and liabilities, then to the Member.
c. Third, the balance, if any, to the Member, after giving effect to all contributions, distributions and allocations for all periods.
Priority of Dissolution. Upon the occurrence of any of the events set forth in Section 6.01, the Company shall be dissolved, the affairs of the Company wound up and the property of the Company, subject to Section 6.05, distributed and applied in the following order of priority:
(a) first, to the payment of any debts and liabilities of the Company owing to persons other than any Member;
(b) second, to the payment of any debts and liabilities of the Company owing to any Member, but in the event the amount available for such payment is insufficient to satisfy all such debts and liabilities, then to such Members in the proportion which their respective claims bear to the claims of all such Members; and
(c) last, to the Members in the proportion which the positive balance in each Member’s positive capital account bears to the aggregate capital account balance of all the Members at that time. No Member shall have a priority over any other Member with respect to the distribution under Section 6.02(c). Distributions made in accordance with this Section 6.02 shall be in full satisfaction of the Member’s claim against the Company for distribution and liquidation. In making distributions to the Members, the positive capital account balances of the Members shall be determined after taking into account all capital account adjustments required by Treas. Reg. § l.704-l(b)(2).