Common use of Procedure on Winding Up Clause in Contracts

Procedure on Winding Up. (a) Upon a determination to wind up and subsequently dissolve the Partnership, the General Partner will act as liquidator or may appoint a liquidator and a full accounting of the assets and liabilities of the Partnership will be taken and the assets of the Partnership will be wound-up to the extent determined by the General Partner (or a liquidator to the extent that a liquidator has been appointed) provided that the General Partner shall use commercially reasonable efforts to wind-up the assets of the Partnership in an orderly manner; as promptly as practicable, the cash proceeds thereof will be applied in the following order of priority: (i) to the payment of all debts, taxes, obligations and liabilities of the Partnership including the expenses of the winding up; and (ii) the balance, if any, will be distributed to the Partners in accordance with Section 5.1(b) hereof. (b) In the winding up of the Partnership, the General Partner (or a liquidator) may establish reserves for contingent liabilities of the Partnership (which may include, without limitation, a 10% holdback pending completion of the Partnership's liquidating audit) in an amount (including estimates expenses, if any, in connection therewith) determined by the General Partner (or a liquidator) and upon the satisfaction of such contingent liabilities the amounts, if any, remaining in such reserves will be distributed as provided in Section 5. (c) Distributions to a Partner pursuant to Section 5 may be in instalments and will be made in cash or, in the discretion of the General Partner (or a liquidator), in securities or assets selected by the General Partner (or a liquidator), or partly in cash and partly in securities or assets selected by the General Partner (or a liquidator). Notwithstanding the foregoing, if a distribution hereunder is made in securities or assets, the securities or assets distributed will, in the opinion of the General Partner (or a liquidator), represent a fair cross-section of all of the securities or assets, as applicable, in the Partnership at the time of distribution. (d) Upon the winding up of the Partnership, the name of the Partnership and its goodwill will not be appraised, sold or otherwise wound up but will remain the exclusive property of the General Partner. (e) As promptly as practicable after the completion of the winding up of the Partnership, the General Partner (or a liquidator) will cause to be prepared and forwarded to each Partner a final statement and report of the Partnership. (f) If the Partnership is wound up by a liquidator, such liquidator will be entitled to reasonable compensation for services rendered in winding up the Partnership.

Procedure on Winding Up. (a) Upon a determination to wind the winding up and subsequently dissolve of the Partnership, the General Partner will act as liquidator or may appoint a liquidator and a full accounting account of the assets and liabilities of the Partnership will shall be taken and the assets of the Partnership will shall be wound-up liquidated to the extent determined by the General Partner (or a liquidator to the extent that a liquidator has been appointedLiquidator) provided that the General Partner shall use commercially reasonable efforts to wind-up the assets of the Partnership in an orderly manner; and, as promptly as practicable, the cash proceeds thereof will shall be applied in the following order of priority: (i) to the payment of all debts, taxes, obligations and liabilities of the Partnership including the expenses of the winding upliquidation; and (ii) the balance, if any, will be distributed to the Partners in accordance with Section 5.1(b) hereof. (b) In the winding up of the Partnership, provided that the General Partner (or a liquidatorthe Liquidator) may establish reserves for contingent liabilities of the Partnership (which may include, without limitation, a 10% holdback pending completion of the Partnership's liquidating audit) in an amount (including estimates estimated expenses, if any, in connection therewith) determined by the General Partner (or a liquidatorthe Liquidator) and upon the satisfaction of such contingent liabilities the amounts, if any, remaining in such reserves will shall be distributed as provided in subparagraphs (i) and (ii) of this Section 59.03(a); and (ii) to the payment to Partners of their remaining Capital Accounts in proportion to the amounts thereof. (cb) Distributions to a Partner pursuant to Section 5 subparagraph (a)(ii) may be made in instalments installments and will shall be made in cash or, in the discretion of the General Partner (or a liquidatorthe Liquidator), in securities or assets selected by the General Partner (or a liquidatorthe Liquidator), or partly in cash and partly in securities or assets selected by the General Partner (or a liquidatorthe Liquidator). Notwithstanding the foregoing, if a distribution hereunder is made in securities or assets, the securities or assets distributed will, in the opinion of the General Partner (or a liquidator), represent a fair cross-section of all of the securities or assets, as applicable, in the Partnership at the time of distribution. (dc) Upon the winding up of the Partnership, the name of the Partnership and its goodwill good will shall not be appraised, sold or otherwise wound up liquidated but will shall remain the exclusive property of the General Partner. (ed) As promptly as practicable Within 90 days after the completion of the winding up of the Partnership, the General Partner (or a liquidatorthe Liquidator) will shall cause to be prepared and forwarded to each Partner a final statement and report of the Partnership, prepared in accordance with Section 11.04. (f) If the Partnership is wound up by a liquidator, such liquidator will be entitled to reasonable compensation for services rendered in winding up the Partnership.

Procedure on Winding Up. (a) Upon a determination to wind the winding up and subsequently dissolve of the Partnership, the General Partner will act as liquidator or may appoint a liquidator and a full accounting of the assets and liabilities of the Partnership will shall be taken and the assets of the Partnership will shall be wound-up liquidated to the extent determined by the General Partner (or a liquidator to the extent that a liquidator has been appointedLiquidator) provided that the General Partner shall use commercially reasonable efforts to wind-up the assets of the Partnership in an orderly manner; and, as promptly as practicable, the cash proceeds thereof will shall be applied in the following order of priority: (i) to the payment of all debtsdebts to non-Partners, taxes, obligations and liabilities of the Partnership including the expenses of liquidation; (ii) to the winding uppayment of all debts to Partners; and (iiiii) the balance, if any, will be distributed to the payment to Partners of their remaining Capital Accounts in accordance with Section 5.1(b) hereofproportion to the amounts thereof. (b) In the winding up of the Partnership, the General Partner (or a liquidatorthe Liquidator) may establish reserves for contingent liabilities of the Partnership (which may include, without limitation, a 10% holdback pending completion of the Partnership's liquidating audit) in an amount (including estimates estimated expenses, if any, in connection therewith) determined by the General Partner (or a liquidatorthe Liquidator) and and, upon the satisfaction of such contingent liabilities liabilities, the amounts, if any, remaining in such reserves will shall be (distributed as provided in subparagraph (a)(iii) of this Section 56.03. (c) Distributions to a Partner pursuant to Section 5 subsection (a)(iii) may be made in instalments installments and will shall be made in cash or, in the discretion of the General Partner (or a liquidatorthe Liquidator), in securities or assets selected by the General Partner (or a liquidatorthe Liquidator), or partly in cash and partly in securities or assets selected by the General Partner (or a liquidatorthe Liquidator). Notwithstanding the foregoing, if a distribution hereunder is made in securities or assets, the securities or assets distributed will, in the opinion of the General Partner (or a liquidator), represent a fair cross-section of all of the securities or assets, as applicable, in the Partnership at the time of distribution. (d) Upon the winding up of the Partnership, the name of the Partnership and its goodwill will shall not be appraised, sold or otherwise wound up liquidated but will shall remain the exclusive property of the General Partner. (e) As promptly as practicable possible after the completion of the winding up of the Partnership, the General Partner (or a liquidatorthe Liquidator) will shall cause to be prepared and forwarded to each Partner a final statement and report of the Partnership. (f) If the Partnership is wound up by a liquidatorthe Liquidator, such liquidator will the Liquidator shall be entitled to reasonable compensation for his services rendered in winding up the Partnership.

Procedure on Winding Up. (a) Upon Notwithstanding anything in this Agreement, upon the occurrence of a determination to wind up Dissolution Event, any Allocable Net Profit and subsequently dissolve the Partnershipany other items of Series income, the General Partner will act gain, loss, deduction or credit, shall be allocated as liquidator provided in ARTICLE IV, and any cash or may appoint a liquidator and a full accounting of the assets and liabilities of the Partnership will be taken and the assets of the Partnership will be wound-up to the extent determined by the General Partner (or a liquidator to the extent that a liquidator has been appointed) provided that the General Partner other property shall use commercially reasonable efforts to wind-up the assets of the Partnership in an orderly manner; as promptly as practicable, the cash proceeds thereof will thereafter be applied and distributed in the following order of priority:priority:‌ (i) to the payment of all debts, taxes, obligations debts and liabilities of the Partnership including the expenses a Series then due (or required by any lender or creditor to be repaid on account of the winding updissolution and termination) including any fees and expenses; (ii) to fund reserves for contingent liabilities to the extent deemed necessary, desirable or appropriate by the Liquidator, whether or not such reserves are required by GAAP; provided that at the expiration of such period of time as the Liquidator shall deem advisable, the balance of such reserves remaining after payment or other satisfaction of such contingencies shall be distributed in the manner hereinafter set forth in this Section 7.03(a); and (iiiii) the balance, if any, will be distributed to the Partners Members in proportion to their closing positive Capital Account balances (as determined in accordance with Section 5.1(bARTICLE IV) hereofon the date of termination after giving effect to liquidating expenses and prior distributions. (b) In the winding up of the Partnership, the General Partner (or a liquidator) may establish reserves for contingent liabilities of the Partnership (which may include, without limitation, a 10% holdback pending completion of the Partnership's liquidating audit) in an amount (including estimates expenses, if any, in connection therewith) determined by the General Partner (or a liquidator) and upon the satisfaction of such contingent liabilities the amounts, if any, remaining in such reserves will be distributed as provided in Section 5. (c) Distributions to a Partner Member pursuant to Section 5 7.03(a) may be in instalments installments and will shall be made in cash or, in the discretion of the General Partner (or a liquidator)Liquidator, in securities Investments or assets other Assets selected by the General Partner (or a liquidator)Liquidator, or partly in cash and partly in securities Investments or assets other Assets selected by the General Partner (Liquidator. Such Investments or a liquidator). Notwithstanding other Assets shall be valued at their fair value on the foregoing, if a date of distribution hereunder is made in securities or assets, accordance with the securities or assets distributed will, standards as set forth in the opinion of the General Partner (or a liquidator), represent a fair cross-section of all of the securities or assets, as applicable, in the Partnership at the time of distributionSection 4.02. (dc) Upon the winding up of the Partnershipa Series, the name of the Partnership such Series and its goodwill will shall not be appraised, sold or otherwise wound up liquidated, but will shall remain the exclusive property of the General PartnerManaging Member or its affiliate (for this purpose, other than such Series or any Member). (ed) As promptly as practicable Within 90 days after the completion of the winding up of the Partnershipa Series, the General Partner (or a liquidator) will Liquidator shall cause to be prepared and forwarded to each Partner Member of such Series a final statement and report of the PartnershipSeries. (fe) If the Partnership a Series is wound up by a liquidatorLiquidator other than the Managing Member, such liquidator will the Liquidator shall be entitled to reasonable compensation for the Liquidator’s services rendered in winding up the Partnershipsuch Series.

Procedure on Winding Up. (a) Upon a determination to wind up and subsequently dissolve the Partnership, the General Partner will act as liquidator or may appoint a liquidator and a full accounting of the assets and liabilities of the Partnership will be taken and the assets of the Partnership will be wound-up to the extent determined by the General Partner (or a liquidator to the extent that a liquidator has been appointed) provided that the General Partner shall use commercially reasonable efforts to wind-up the assets of the Partnership in an orderly manner; as promptly as practicable, the cash proceeds thereof will be applied in the following order of priority: (i) to the payment of all debts, taxes, obligations and liabilities of the Partnership including the expenses of the winding up; and (ii) the balance, if any, will be distributed to the Partners in accordance with Section 5.1(b4.1(b) hereof. (b) In the winding up of the Partnership, the General Partner (or a liquidator) may establish reserves for contingent liabilities of the Partnership (which may include, without limitation, a 10% holdback pending completion of the Partnership's liquidating audit) in an amount (including estimates expenses, if any, in connection therewith) determined by the General Partner (or a liquidator) and upon the satisfaction of such contingent liabilities the amounts, if any, remaining in such reserves will be distributed as provided in Section 54. (c) Distributions to a Partner pursuant to Section 5 4 may be in instalments installments and will be made in cash or, in the discretion of the General Partner (or a liquidator), in securities or assets selected by the General Partner (or a liquidator), or partly in cash and partly in securities or assets selected by the General Partner (or a liquidator). Notwithstanding the foregoing, if a distribution hereunder is made in securities or assets, the securities or assets distributed will, in the opinion of the General Partner (or a liquidator), represent a fair cross-section of all of the securities or assets, as applicable, in the Partnership at the time of distribution. (d) Upon the winding up of the Partnership, the name of the Partnership and its goodwill will not be appraised, sold or otherwise wound up but will remain the exclusive property of the General Partner. (e) As promptly as practicable after the completion of the winding up of the Partnership, the General Partner (or a liquidator) will cause to be prepared and forwarded to each Partner a final statement and report of the Partnership. (f) If the Partnership is wound up by a liquidator, such liquidator will be entitled to reasonable compensation for services rendered in winding up the Partnership.

Procedure on Winding Up. (a) Upon a determination to wind the winding up and subsequently dissolve of the Partnership, the General Partner will act as liquidator or may appoint a liquidator and a full accounting account of the assets and liabilities of the Partnership will shall be taken and the assets of the Partnership will shall be wound-up liquidated to the extent determined by the General Partner (or a liquidator to the extent that a liquidator has been appointedLiquidator) provided that the General Partner shall use commercially reasonable efforts to wind-up the assets of the Partnership in an orderly manner; and, as promptly as practicable, the cash proceeds thereof will shall be applied in the following order of priority: (i) Partnership expenses (including amounts owed to the payment of all debts, taxes, obligations and liabilities of the Partnership Partners who are creditors) including the expenses of the winding upliquidation; and (ii) the balance, if any, will be distributed to the Partners in accordance with Section 5.1(b) hereof. (b) In the winding up of the Partnership, provided that the General Partner (or a liquidatorthe Liquidator) may establish reserves for contingent liabilities of the Partnership (which may include, without limitation, a 10% holdback pending completion of the Partnership's liquidating audit) in an amount (including estimates estimated expenses, if any, in connection therewith) determined by the General Partner (or a liquidatorthe Liquidator) and upon the satisfaction of such contingent liabilities the amounts, if any, remaining in such reserves will shall be distributed as provided in subparagraphs (i) and (ii) of this Section 59.03(a); and (ii) to the payment to Partners of their remaining Capital Accounts in proportion to the amounts thereof. (cb) Distributions to a Partner pursuant to Section 5 subparagraph (a)(ii) may be made in instalments installments and will shall be made in cash or, in the discretion of the General Partner (or a liquidatorthe Liquidator), in securities or assets selected by the General Partner (or a liquidatorthe Liquidator), or partly in cash and partly in securities or assets selected by the General Partner (or a liquidatorthe Liquidator). Notwithstanding the foregoing, if a distribution hereunder is made in securities or assets, the securities or assets distributed will, in the opinion of the General Partner (or a liquidator), represent a fair cross-section of all of the securities or assets, as applicable, in the Partnership at the time of distribution. (dc) Upon the winding up of the Partnership, the name of the Partnership and its goodwill will shall not be appraised, sold or otherwise wound up liquidated but will shall remain the exclusive property of the General Partner. (ed) As promptly as practicable Within 90 days after the completion of the winding up of the Partnership, the General Partner (or a liquidatorthe Liquidator) will shall cause to be prepared and forwarded to each Partner a final statement and report of the Partnership, prepared in accordance with Section 11.05. (f) If the Partnership is wound up by a liquidator, such liquidator will be entitled to reasonable compensation for services rendered in winding up the Partnership.