Common use of Procedure on Dissolution Clause in Contracts

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.