Common use of Sale of Assets by Liquidator Clause in Contracts

Sale of Assets by Liquidator. (a) Upon dissolution of the Partnership, the General Partner shall, as "Liquidator," proceed to wind up the affairs of the Partnership and distribute its assets in accordance with this Article 9, unless the General Partner is unable or unwilling to serve as Liquidator, in which case a substitute Liquidator shall be appointed by the Limited Partner. If the Liquidator shall determine that an immediate sale of part or all of the Partnership's assets would cause undue loss to the Partners, then the Liquidator, in order to avoid or lessen such loss, may either (i) defer liquidation of, and withhold from such distribution for a reasonable time, any assets of the Partnership, except those necessary to satisfy Partnership debts and obligations, or (ii) distribute the assets to the Partners or their assigns in kind in the manner set forth in this Section 9.3. (b) Upon dissolution of the Partnership, the Liquidator shall cause a final accounting to be made by an independent accountant and, upon termination and subject to due provision for the payment of all the expenses of the liquidation and all other debts and obligations of the Partnership: (i) Any or all non-cash assets of the Partnership may be sold by public or private sale, at the discretion of and on terms set by the General Partner, at which any Partner or any Affiliate of a Partner may bid for such assets; and (ii) Following such sale, if any, of noncash assets, Partnership cash shall be distributed to the Partners in accordance with Section 9.3(e). (c) If any assets of the Partnership are to be distributed in kind, such assets shall be distributed on the basis of the fair market value thereof as determined in the reasonable judgment of the General Partner. Without limiting the General Partner's discretion to make such valuation or requiring that any such appraisal be made, the valuation given to any such assets by an independent appraiser shall be conclusively deemed a reasonable fair value and the use of such valuation by the General Partner a reasonable exercise of its discretion. A Partner entitled to an interest in such distributed assets shall receive such interest therein as a tenant-in-common with the other Partners so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the General Partner. In the event of such liquidation in kind, a distributee Partner shall not thereafter sell or otherwise transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenants-in-common upon the same terms and conditions and for the same price as such proposed sale or transfer. The other tenants-in-common shall have 30 days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest in proportion to their Partnership Interest formerly held in the Partnership. If the other tenants-in-common shall fail to accept such offer within such period of time, such distributee Partner shall be free to sell the interest in said assets upon the terms and conditions described in the offer disclosed to the other tenants-in-common. (d) The Partners specifically intend and agree that any distribution under this Section 9.3 shall confer upon the distributee the actual economic ownership and equitable title to all such properties distributed. If the title or form of ownership by which any Partnership property is held is different from that necessary to fully accomplish the foregoing intent, then all Partners agree to execute and deliver such deeds, bills of sale and other documents, and to take such other steps, as may be necessary or appropriate to secure to each Partner the full economic ownership and title in such property to which such Partner is so entitled hereunder. (e) Any distributions of cash and/or other assets pursuant to this Section 9.3 shall be made in accordance with Section 3.2. (f) The liquidation of the Partnership shall be final when all of the Partnership's assets have been collected and applied to the Partnership's obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement.

Sale of Assets by Liquidator. (a) Upon dissolution of the PartnershipLLC, the General Partner Packaging shall, as "“Liquidator," ” proceed to wind up the affairs of the Partnership LLC and distribute its assets in accordance with this Article 9, unless the General Partner Packaging is unable or unwilling to serve as Liquidator, in which case a substitute Liquidator Sub GP shall be appointed by the Limited Partnerserve as Liquidator. If the Liquidator shall determine that an immediate sale of part or all of the Partnership's LLC’s assets would cause undue loss to the PartnersMembers, then the Liquidator, in order to avoid or lessen such loss, may either (i) defer liquidation of, and withhold from such distribution for a reasonable time, any assets of the PartnershipLLC, except those necessary to satisfy Partnership LLC debts and obligations, or (ii) distribute the assets to the Partners Members or their assigns in kind in the manner set forth in this Section 9.3. (b) Upon dissolution of the PartnershipLLC, the Liquidator shall cause a final accounting to be made by an independent accountant and, upon termination and subject to due provision for the payment of all the expenses of the liquidation and all other debts and obligations of the PartnershipLLC: (i) Any or all non-cash assets of the Partnership LLC may be sold by public or private sale, at the discretion of and on terms set by the General PartnerLiquidator, at which any Partner Member or any Affiliate of a Partner Member may bid for such assets; and (ii) Following such the sale, if any, of noncash non-cash assets, Partnership LLC cash shall be distributed to the Partners Members in accordance with Section 9.3(e)3.2. (c) If any assets of the Partnership LLC are to be distributed in kind, such assets shall be distributed on the basis of the fair market value Fair Market Value thereof as determined in the reasonable judgment of the General Partner. Without limiting the General Partner's discretion to make such valuation or requiring that any such appraisal be made, the valuation given to any such assets by an independent appraiser shall be conclusively deemed a reasonable fair value and the use date of such valuation by the General Partner a reasonable exercise of its discretiondistribution. A Partner Member entitled to an interest in such distributed assets shall receive such interest therein as a tenant-in-common with the other Partners Members so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the General Partner. In the event of such liquidation in kind, a distributee Partner Member shall not thereafter sell or otherwise transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenants-in-common upon the same terms and conditions and for the same price as such proposed sale or transfer. The other tenants-in-common shall have 30 days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest in proportion to their Partnership Membership Interest formerly held in the PartnershipLLC. If the other tenants-in-common shall fail to accept such offer within such period of time, such distributee Partner Member shall be free to sell the interest in said assets upon the terms and conditions described in the offer disclosed to the other tenants-in-common. (d) The Partners Members specifically intend and agree that any distribution under this Section 9.3 shall confer upon the distributee the actual economic ownership and equitable title to all such properties assets distributed. If the title or form of ownership by which any Partnership property LLC asset is held is different from that necessary to fully accomplish the foregoing intent, then all Partners Members agree to execute and deliver such deeds, bills of sale and other documents, and to take such other steps, as may be necessary or appropriate to secure to each Partner Member the full economic ownership and title in such property asset to which such Partner Member is so entitled hereunder. (e) Any distributions of cash and/or other assets pursuant to this Section 9.3 shall be made in accordance with Section 3.2. (f) The liquidation of the Partnership LLC shall be final when all of the Partnership's LLC’s assets have been collected and applied to the Partnership's LLC’s obligations and its remaining assets, if any, have been distributed to the Partners Members in accordance with this Agreement.

Sale of Assets by Liquidator. (a) Upon dissolution of the Partnership, the General Partner Packaging shall, as "“Liquidator," ” proceed to wind up the affairs of the Partnership and distribute its assets in accordance with this Article 9, unless the General Partner Packaging is unable or unwilling to serve as Liquidator, in which case a substitute Liquidator Growth shall be appointed by the Limited Partnerserve as Liquidator. If the Liquidator shall determine that an immediate sale of part or all of the Partnership's ’s assets would cause undue loss to the Partners, then the Liquidator, in order to avoid or lessen such loss, may either (i) defer liquidation of, and withhold from such distribution for a reasonable time, any assets of the Partnership, except those necessary to satisfy Partnership debts and obligations, or (ii) distribute the assets to the Partners or their assigns in kind in the manner set forth in this Section 9.3. (b) Upon dissolution of the Partnership, the Liquidator shall cause a final accounting to be made by an independent accountant and, upon termination and subject to due provision for the payment of all the expenses of the liquidation and all other debts and obligations of the Partnership: (i) Any or all non-cash assets of the Partnership may be sold by public or private sale, at the discretion of and on terms set by the General PartnerLiquidator, at which any Partner or any Affiliate of a Partner may bid for such assets; and (ii) Following such the sale, if any, of noncash non-cash assets, Partnership cash shall be distributed to the Partners in accordance with Section 9.3(e)3.2. (c) If any assets of the Partnership are to be distributed in kind, such assets shall be distributed on the basis of the fair market value Fair Market Value thereof as determined in the reasonable judgment of the General Partner. Without limiting the General Partner's discretion to make such valuation or requiring that any such appraisal be made, the valuation given to any such assets by an independent appraiser shall be conclusively deemed a reasonable fair value and the use date of such valuation by the General Partner a reasonable exercise of its discretiondistribution. A Partner entitled to an interest in such distributed assets shall receive such interest therein as a tenant-in-common with the other Partners so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the General Partner. In the event of such liquidation in kind, a distributee Partner shall not thereafter sell or otherwise transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenants-in-common upon the same terms and conditions and for the same price as such proposed sale or transfer. The other tenants-in-common shall have 30 days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest in proportion to their Partnership Interest partnership interest formerly held in the Partnership. If the other tenants-in-common shall fail to accept such offer within such period of time, such distributee Partner shall be free to sell the interest in said assets upon the terms and conditions described in the offer disclosed to the other tenants-in-common. (d) The Partners specifically intend and agree that any distribution under this Section 9.3 shall confer upon the distributee the actual economic ownership and equitable title to all such properties assets distributed. If the title or form of ownership by which any Partnership property asset is held is different from that necessary to fully accomplish the foregoing intent, then all Partners agree to execute and deliver such deeds, bills of sale and other documents, and to take such other steps, as may be necessary or appropriate to secure to each Partner the full economic ownership and title in such property asset to which such Partner is so entitled hereunder. (e) Any distributions of cash and/or other assets pursuant to this Section 9.3 shall be made in accordance with Section 3.2. (f) The liquidation of the Partnership shall be final when all of the Partnership's ’s assets have been collected and applied to the Partnership's ’s obligations and its remaining assets, if any, have been distributed to the Partners in accordance with this Agreement.

Sale of Assets by Liquidator. (a) Upon dissolution of the PartnershipLLC, the General Partner Packaging shall, as "“Liquidator," ” proceed to wind up the affairs of the Partnership LLC and distribute its assets in accordance with this Article 9, unless the General Partner Packaging is unable or unwilling to serve as Liquidator, in which case a substitute Liquidator Growth shall be appointed by the Limited Partnerserve as Liquidator. If the Liquidator shall determine that an immediate sale of part or all of the Partnership's LLC’s assets would cause undue loss to the PartnersMembers, then the Liquidator, in order to avoid or lessen such loss, may either (i) defer liquidation of, and withhold from such distribution for a reasonable time, any assets of the PartnershipLLC, except those necessary to satisfy Partnership LLC debts and obligations, or (ii) distribute the assets to the Partners Members or their assigns in kind in the manner set forth in this Section 9.3. (b) Upon dissolution of the PartnershipLLC, the Liquidator shall cause a final accounting to be made by an independent accountant and, upon termination and subject to due provision for the payment of all the expenses of the liquidation and all other debts and obligations of the PartnershipLLC: (i) Any or all non-cash assets of the Partnership LLC may be sold by public or private sale, at the discretion of and on terms set by the General PartnerLiquidator, at which any Partner Member or any Affiliate of a Partner Member may bid for such assets; and (ii) Following such the sale, if any, of noncash non-cash assets, Partnership LLC cash shall be distributed to the Partners Members in accordance with Section 9.3(e)3.2. (c) If any assets of the Partnership LLC are to be distributed in kind, such assets shall be distributed on the basis of the fair market value Fair Market Value thereof as determined in the reasonable judgment of the General Partner. Without limiting the General Partner's discretion to make such valuation or requiring that any such appraisal be made, the valuation given to any such assets by an independent appraiser shall be conclusively deemed a reasonable fair value and the use date of such valuation by the General Partner a reasonable exercise of its discretiondistribution. A Partner Member entitled to an interest in such distributed assets shall receive such interest therein as a tenant-in-common with the other Partners Members so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the General Partner. In the event of such liquidation in kind, a distributee Partner Member shall not thereafter sell or otherwise transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenants-in-common upon the same terms and conditions and for the same price as such proposed sale or transfer. The other tenants-in-common shall have 30 days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest in proportion to their Partnership Membership Interest formerly held in the PartnershipLLC. If the other tenants-in-common shall fail to accept such offer within such period of time, such distributee Partner Member shall be free to sell the interest in said assets upon the terms and conditions described in the offer disclosed to the other tenants-in-common. (d) The Partners Members specifically intend and agree that any distribution under this Section 9.3 shall confer upon the distributee the actual economic ownership and equitable title to all such properties assets distributed. If the title or form of ownership by which any Partnership property LLC asset is held is different from that necessary to fully accomplish the foregoing intent, then all Partners Members agree to execute and deliver such deeds, bills of sale and other documents, and to take such other steps, as may be necessary or appropriate to secure to each Partner Member the full economic ownership and title in such property asset to which such Partner Member is so entitled hereunder. (e) Any distributions of cash and/or other assets pursuant to this Section 9.3 shall be made in accordance with Section 3.2. (f) The liquidation of the Partnership LLC shall be final when all of the Partnership's LLC’s assets have been collected and applied to the Partnership's LLC’s obligations and its remaining assets, if any, have been distributed to the Partners Members in accordance with this Agreement.