Proceeds from Liquidation Sample Clauses

Proceeds from Liquidation as follows: (a) The proceeds from the liquidation of the assets of the Partnership shall be Distributed (i) to pay the debts and liabilities of the Partnership, including those to Partners having the status of creditors other than on account of any Distributions owed to such Partners pursuant to ARTICLE V; (ii) to pay the expenses of liquidation; (iii) to establish any Reserves or other provisions deemed necessary by the General Partner or the Liquidator, as the case may be; (iv) to the Partners in proportion of their respective positive Capital Account balances; and (v) to the Partners in proportion of their respective Partnership Percentages. (b) Distributions pursuant to the immediately preceding paragraph (a) shall be made not later than the later of: (i) the end of the taxable year in which liquidation of the Partnership occurs; or (ii) a date which is 90 days after the date of such liquidation. (c) If any Reserves are established pursuant to paragraph (a)(iii) of this Section 11.04, the General Partner or the Liquidator, as the case may be, may pay over such amounts to an escrow agent to be held for payment of any contingencies which may arise and, at the expiration of such period as the General Partner or the Liquidator, as the case may be, may specify, for Distribution of any amounts remaining in the Reserve. The Limited Partners shall look solely to the assets of the Partnership for the return of their contributions. (d) Any profits received by the Partnership subsequent to dissolution and liquidation shall be subject to the Performance Allocation to the General Partner (without giving effect to any High Water ▇▇▇▇) and shall be Distributed to those Limited Partners who were required to redeem their Interests due to such dissolution, pro rata based on their Capital Account balances at the time of dissolution.