Procedure on Dissolution. Upon the occurrence of any of the events set out in Section 13.1, the General Partner (or in the event of an occurrence specified in Section 13.1(a), any other Person as may be appointed by resolution passed by a majority of the holders of the GP Units) will act as a receiver and liquidator of the assets of the Partnership and will:
(a) sell or otherwise dispose of that part of the Partnership’s assets as the receiver considers appropriate;
(b) pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses;
(c) if there are any assets of the Partnership remaining, distribute all property and cash as provided under Section 5.3; and
(d) file the declaration of dissolution prescribed by the Act and satisfy all applicable formalities in those circumstances as may be prescribed by the Laws of other jurisdictions where the Partnership is registered. In addition, the General Partner will give prior notice of any dissolution of the Partnership by mailing to each Limited Partner and to the Registrar and Transfer Agent a notice at least 21 days prior to the filing of the declaration of dissolution prescribed by the Act.
Procedure on Dissolution. (a) Upon the dissolution and termination of the Company, a liquidating trustee (the “Liquidating Trustee”), which shall be selected by the Member and may be the Member, shall wind up the Company’s affairs and shall liquidate all of the assets of the Company in an orderly and expeditious manner. If the Company is dissolved while its business is in progress, the winding up of the affairs of the Company may include completion of performance under any contracts in existence on the date of dissolution. The Liquidating Trustee, if other than the Member, shall make an accounting to the Member of the financial results of the operations of the Company from the date of the last previous accounting to the date of dissolution.
(b) The proceeds of the liquidation shall be distributed by the Liquidating Trustee in the following manner:
(i) first, to the payments of the expenses of liquidation and the debts and obligations of the Company, excluding debts owing to the Member;
(ii) second, to creditors of the Company in accordance with Section 18-804(a)(1) of the Act;
(iii) third, to the establishment of any reserve which the Liquidating Trustee shall deem reasonably necessary for contingent or unforeseen liabilities;
(iv) fourth, to repayment of outstanding debts to Members; and
(v) thereafter, to the Member.
Procedure on Dissolution. Upon the occurrence of any of the events set out in Section 13.1, the General Partner will act as a receiver and liquidator of the assets of the Partnership and will:
(a) sell or otherwise dispose of that part of the Partnership’s assets as the receiver considers appropriate;
(b) pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses;
(c) if there are any assets of the Partnership remaining, distribute all property and cash to the Partners in accordance with their relative Capital Account balances (after taking into account the final allocations of Partnership Net Income and Net Loss (and items thereof)); provided, that any distribution to the Partners in dissolution of the Partnership shall be made by the later of the end of the taxable year in which the dissolution occurs or ninety (90) days after the date of such dissolution; and
(d) file the notice of dissolution prescribed by the Act and satisfy all applicable formalities in those circumstances as may be prescribed by the laws of other jurisdictions where the Partnership is registered.
Procedure on Dissolution. Upon the occurrence of any of the events set out in Section 13.1, the General Partner (or in the event of an occurrence specified in Section 13.1(a), any other Person as may be appointed by Ordinary Resolution of the holders of the Common Units) will act as a receiver and liquidator of the assets of the Partnership and will:
(a) sell or otherwise dispose of that part of the Partnership’s assets as the receiver considers appropriate;
(b) pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses;
(c) if there are any assets of the Partnership remaining, distribute all property and cash, (i) first, to the holder of the Preferred Units until such holder has received the aggregate Liquidation Preference and (ii) second, to Holdings to the extent permitted under Section 5.4(f) until sufficient amounts have been provided to Holdings to ensure that any property and cash distributed to Holdings as holder of the Common Units pursuant to Section 13.3(c)(iii) will be available for distribution to holders of Holdings Shares in an amount per share equal to distributions in respect of each Exchangeable Unit pursuant to Section 13.3(c)(iii), and (iii) third, to the holders of the Common Units and Exchangeable Units pro rata in accordance with their respective Percentage Interests; and
(d) file the declaration of dissolution prescribed by the Act and satisfy all applicable formalities in those circumstances as may be prescribed by the laws of other jurisdictions where the Partnership is registered. In addition, the General Partner will give prior notice of any dissolution of the Partnership by mailing to each Limited Partner and to the Registrar and Transfer Agent a notice at least 21 days prior to the filing of the declaration of dissolution prescribed by the Act.
Procedure on Dissolution. (1) The receiver will prepare or cause to be prepared a statement of financial position of the Partnership which will be reported upon by the Auditor (if any) and a copy of which will be forwarded to each Person who was shown on the Register as a Partner at the date of dissolution. The receiver will wind up the affairs of the Partnership and will manage and operate the assets and undertaking of the Partnership and will have all powers and authority of the General Partner under this Agreement. The receiver will be paid its reasonable fees and disbursements incurred in carrying out its duties as such.
(2) The receiver will act as receiver and liquidator of the assets of the Partnership and shall, subject to any direction by Partnership Special Resolution of the Limited Partners voting together as one class, liquidate the remaining assets of the Partnership or such of such assets as the receiver shall consider appropriate. Thereafter, the receiver shall:
(a) first, pay the expenses of liquidation and the debts and liabilities of the Partnership to its creditors, or make due provision for payment thereof;
(b) second, provide for such reserves as the receiver considers reasonably necessary for any contingent or unforeseen liability or obligation of the Partnership, which may be paid to an escrow agent to be held for payment of liabilities or obligations of the Partnership;
(c) third, pay to the General Partner, the amount of any costs and expenses that the General Partner is entitled to receive from the Partnership, including relating to any Reimbursement Distribution Amounts and Priority Distributions; and
(d) fourth, pay or distribute (i) to the Preferred Partners, in priority to the Common Partners and the General Partner (with respect to the entitlements as a holder of GP Units only), up to the amount of the liquidation entitlement of the Preferred LP Units as set out in Schedule “B” to this Agreement, and (ii) to the holders of Class A LP Units, Class B LP Units and GP Units, in accordance with their respective partnership interests (and in the case of Class A LP Units and Class B LP Units, on an equal per unit basis), the remaining balance of the net proceeds of such liquidation and any remaining assets of the Partnership. In the event that the property and cash to be distributed to the Preferred Partners on the liquidation of the Partnership is not sufficient to pay the full amount of the liquidation entitlement of the Preferred LP Units as set out in Sc...
Procedure on Dissolution. On December 31, 2023 (or such later date as may be determined pursuant to section 11.1) or upon the occurrence of any of the events set forth in Section 11.1, the General Partner (or in the event of an occurrence specified in Section 11.1 (a) or (b), such other Person as may be appointed by Ordinary Resolution of the Limited Partners) shall act as a receiver and liquidator of the assets of the Partnership and shall in the following order and priority:
(a) sell or otherwise dispose of such part of the Partnership's assets as the receiver shall consider appropriate;
(b) pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses;
(c) distribute to the Limited Partners of record on the date of dissolution, subject to Section 3.27, proportionate to the number of Units held by them, an amount equal to the amount in cash or kind of the Capital Contribution paid in respect of each Unit held, less any amounts of Capital Contribution previously distributed to Limited Partners hereunder;
(d) distribute to the General Partner and to Limited Partners of record on the date of dissolution, subject to Section 3.27, the balance of the assets of the Partnership in the same proportions as the allocations required by Sections 5.3 and 5.5; and
(e) file the declaration of dissolution prescribed by the Act and satisfy all applicable formalities in such circumstances as may be prescribed by the laws of other jurisdictions where the Partnership is registered. In addition, the General Partner (or such other Person as hereinbefore provided) shall give prior notice of any dissolution of the Partnership by mailing to each Limited Partner such notice at least 21 days prior to the filing of the declaration of dissolution prescribed by the Act.
Procedure on Dissolution. Upon dissolution of the Company, the General Partner, and if there is no General Partner, then the Partners, shall proceed with reasonable promptness to wind up the business affairs of the Company and to liquidate the Company's business and assets by selling all of the Company's assets. The proceeds from the sale of the assets of the Company shall be distributed in the following order of priority:
A) FIRST, to the payment to its creditors of all debts and liabilities of the Company in the order of priority prescribed by law, except those liabilities owed to Partners of the Company on account of their contributions;
B) SECOND, to the establishment of reserves for any contingent liabilities or obligations of the Company, as deemed necessary by the General Partner or the Partners, as the case may be;
C) THIRD, to the repayment of any loans (including principal and accrued but unpaid interest thereon) that have been made by any Partner to the Company and to any other liabilities due and owing to Partners;
D) FOURTH, to all Partners with positive balances in their Capital Accounts to the extent required to reduce said Capital Accounts down to zero; and
E) The balance, if any, shall be distributed among the Partners in accordance with the allocation provisions then in effect as set forth in Section 5.06.
Procedure on Dissolution. Upon the occurrence of any of the events set out in Section 10.1, the General Partner (or in the event of an occurrence specified in Subsection 10.1(a), any other Person who may be appointed by Ordinary Resolution of the Limited Partners) will act as a receiver and liquidator of the assets of the Partnership and will:
(a) sell or otherwise dispose of that part of the Partnership's assets as the receiver considers appropriate;
(b) pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses;
(c) if there are any assets of the Partnership remaining, distribute to the Limited Partners of record of each class on the date of dissolution in proportion to the total Capital Contributions paid in respect of LP Units of each class, and within each class proportionate to the number of LP Units of the relevant class held by them, an amount equal to the amount in cash or kind of all Capital Contributions paid in respect of Units of the relevant class less any amounts of Capital Contribution previously distributed to Limited Partners of the relevant class under this Agreement;
(d) distribute the remaining assets of the Partnership, if any, to the General Partner and to Limited Partners of record on the date of dissolution, in the same proportions as the allocations required by Section 5.5; and
(e) file the declaration of dissolution prescribed by the Act and satisfy all applicable formalities in those circumstances as may be prescribed by the laws of all jurisdictions where the Partnership is registered.
Procedure on Dissolution. Upon dissolution of the Company, the managers, and, if there are no managers, then the Members, shall proceed with reasonable promptness to liquidate the Company's business and assets by selling all of the Company's assets. The proceeds from the sale of the property of the Company shall be distributed in the following order of priority:
(a) first, to the payment of those liabilities to creditors, in the order of priority as provided by law, except those liabilities to the Members of the Company on account of their contributions;
(b) second, to the establishment of any reserves for any contingent liabilities or obligations of the Company, as deemed necessary by the Members;
(c) third, to the repayment of liabilities to the Members of the Company;
(d) fourth, to all the Members with positive balances in their capital accounts to bring said capital accounts to zero; and
(e) the balance, if any, to be distributed among the Members in accordance with the allocation provisions then in effect as set forth in Paragraph 6 of this Agreement. TRANSFERS
Procedure on Dissolution. Upon the occurrence of any of the events set forth in Section 18.1, the General Partner (or in the event of any occurrence specified in Section 18.1(c), such other Person as may be appointed by Ordinary Resolution) shall act as a receiver and liquidator of the assets of the Partnership and shall:
(a) sell or otherwise dispose of such part of the Partnership Assets as the receiver shall consider appropriate;
(b) pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses;
(c) if there are any Partnership Assets remaining, distribute such remaining Partnership Assets to the holders of Class A Units and Class B Units in accordance with Article 2 of Schedule A; and
(d) file the notice of dissolution prescribed by the Partnership Act and satisfy all applicable formalities in such circumstances as may be prescribed by the laws of the other jurisdictions where the Partnership is registered. In addition, the General Partner shall give prior notice of the dissolution of the Partnership by mailing to each Limited Partner such notice at least 21 days prior to the filing of the declaration of dissolution prescribed by the Partnership Act.
