Common use of Termination and Liquidation of the Partnership Clause in Contracts

Termination and Liquidation of the Partnership. (a) Upon dissolution of the Partnership unless continued pursuant to Section 6.03, the Partnership shall be terminated as rapidly as business circumstances will permit. At the direction of the General Partner, or a Partner approved by the Limited Partners if the dissolution of the Partnership is caused by the withdrawal of the General Partner (the General Partner or the other Partner, as the case may be, being herein called the "Terminating Partner"), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets and a statement of each Partner's Capital Account shall be furnished to all Partners as soon as is reasonably practicable. The Terminating Partner shall take such action as is necessary so that the Partnership's business shall be terminated, its liabilities discharged, and its assets distributed as hereinafter described. The Terminating Partner may, in his or its sole discretion, either sell all or a part of the Partnership Assets, distribute all or a part of the Partnership Assets in kind to the Partners, or sell part and distribute part of the Partnership Assets in kind to the Partners (i.e., a combination of the two approaches); provided, however, that the Terminating Partner shall ascertain the fair market value of the Partnership Assets by appraisal or other reasonable means of all Partnership Assets remaining unsold and each Partner's Capital Account shall be charged or credited, as the case may be, as if such Partnership Assets had been sold at their fair market value and the income, gains, losses, deductions, and credits realized thereby had been allocated to the Partners in accordance with Article IV hereof. A reasonable period of time shall be allowed for the orderly termination of the Partnership to minimize the normal losses of a liquidation process.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Builders FirstSource of Nashville, Inc.), Limited Partnership Agreement (Eap Energy Services Lp), Limited Partnership Agreement (Builders FirstSource of Nashville, Inc.)

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Termination and Liquidation of the Partnership. (a) Upon dissolution of the Partnership unless continued pursuant to Section 6.036.02, the Partnership shall be terminated as rapidly as business circumstances will permit. At the direction of the General Partner, or a Partner approved Approved by the Limited Partners if the dissolution of the Partnership is caused by the withdrawal of the General Partner (the General Partner or the other Partner, as the case may be, being herein called the "Terminating Partner"), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets and a statement of each Partner's Capital Account shall be furnished to all Partners as soon as is reasonably practicable. The Terminating Partner shall take such action as is necessary so that the Partnership's business shall be terminated, its liabilities discharged, and its assets distributed as hereinafter described. The Terminating Partner may, in his or its sole discretion, either may sell all or a part of the Partnership Assets, distribute all or a part of the Partnership Assets in kind to the Partners, or sell part and distribute part of the Partnership Assets in kind to the Partners (i.e., a combination of the two approaches)kind; provided, however, that the Terminating Partner shall ascertain the fair market value Net Value of the Partnership Assets by appraisal or other reasonable means of all Partnership Assets remaining unsold and each Partner's Capital Account shall be charged or credited, as the case may be, as if such Partnership Assets had been sold at their fair market value the Net Value of the Partnership Assets and the income, gains, losses, deductions, and credits realized thereby had been allocated to the Partners in accordance with Article IV hereof. A reasonable period of time shall be allowed for the orderly termination of the Partnership to minimize the normal losses of a liquidation process.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Keystone Inc Et Al), Limited Partnership Agreement (Keystone Inc Et Al), Limited Partnership Agreement (Keystone Inc Et Al)

Termination and Liquidation of the Partnership. (a) Upon dissolution of the Partnership unless continued pursuant to Section 6.036.02, the Partnership shall be terminated as rapidly as business circumstances will permit. At the direction of the General Partner, or a Partner approved by the Limited Partners if the dissolution of the Partnership is caused by the withdrawal of the General Partner (the General Partner or the other Partner, as the case may be, being herein called the "Terminating Partner"), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets and a statement of each Partner's Capital Account shall be furnished to all Partners as soon as is reasonably practicable. The Terminating Partner shall take such action as is necessary so that the Partnership's business shall be terminated, its liabilities discharged, and its assets distributed as hereinafter described. The Terminating Partner may, in his or its sole discretion, either may sell all or a part of the Partnership Assets, distribute all or a part of the Partnership Assets in kind to the Partners, or sell part and distribute part of the Partnership Assets in kind to the Partners (i.e., a combination of the two approaches)kind; provided, provided however, that the Terminating Partner shall ascertain the fair market value of the Partnership Assets by appraisal or other reasonable means of all Partnership Assets remaining unsold and each Partner's Capital Account shall be charged or credited, as the case may be, as if such Partnership Assets had been sold at their such fair market value and the income, gains, losses, deductions, and credits realized thereby had been allocated to the Partners in accordance with Article IV hereof. A reasonable period of time shall be allowed for the orderly termination of the Partnership to minimize the normal losses of a liquidation process.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Fw Integrated Orthopaedics Investors Lp), Limited Partnership Agreement (Fw Integrated Orthopaedics Investors Lp)

Termination and Liquidation of the Partnership. (a) Upon Subject to the restrictions set forth in the Credit Agreement, upon dissolution of the Partnership unless continued pursuant to Section 6.03, the Partnership shall be terminated as rapidly as business circumstances will permit. At the direction of the General Partner, or a Partner approved by the Limited Partners if the dissolution of the Partnership is caused by the withdrawal of the General Partner (the General Partner or the other Partner, as the case may be, being herein called the "Terminating Partner"), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets and a statement of each Partner's Capital Account shall be furnished to all Partners as soon as is reasonably practicable. The Terminating Partner shall take such action as is necessary so that the Partnership's business shall be terminated, its liabilities discharged, and its assets distributed as hereinafter described. The Terminating Partner may, in his or its sole discretion, either sell all or a part of the Partnership Assets, distribute all or a part of the Partnership Assets in kind to the Partners, or sell part and distribute part of the Partnership Assets in kind to the Partners (i.e., a combination of the two approaches); provided, however, that the Terminating Partner shall ascertain the fair market value of the Partnership Assets by appraisal or other reasonable means of all Partnership Assets remaining unsold and each Partner's Capital Account shall be charged or credited, as the case may be, as if such Partnership Assets had been sold at their fair market value and the income, gains, losses, deductions, and credits realized thereby had been allocated to the Partners in accordance with Article IV hereof. A reasonable period of time shall be allowed for the orderly termination of the Partnership to minimize the normal losses of a liquidation process.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Builders FirstSource of Nashville, Inc.), Builders FirstSource of Nashville, Inc.

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Termination and Liquidation of the Partnership. (a) Upon dissolution of the Partnership unless continued pursuant to Section 6.03, the Partnership shall be terminated as rapidly as business circumstances will permit. At the direction of the General Partner, or a Partner approved by the Limited Partners if the dissolution of the Partnership is caused by the withdrawal of the General Partner (the General Partner or the other Partner, as the case may be, being herein called the "Terminating Partner"), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets and a statement of each Partner's Capital Account shall be furnished to all Partners as soon as is reasonably practicable. The Terminating Partner shall take such action as is necessary so that the Partnership's business shall be terminated, its liabilities discharged, and its assets distributed as hereinafter described. The Terminating Partner shall take such action as is necessary so that the Partnership's business shall be terminated, its liabilities discharged, and its assets distributed as hereinafter described. The Terminating Partner may, in his or its sole discretion, either sell all or a part of the Partnership Assets, distribute all or a part of the Partnership Assets in kind to the Partners, or sell part and distribute part of the Partnership Assets in kind to the Partners (i.e., a combination of the two approaches); provided, however, that the Terminating Partner shall ascertain the fair market value of the Partnership Assets by appraisal or other reasonable means of all Partnership Assets remaining unsold and each Partner's Capital Account shall be charged or credited, as the case may be, as if such Partnership Assets had been sold at their fair market value and the income, gains, losses, deductions, and credits realized thereby had been allocated to the Partners in accordance with Article IV hereof. A reasonable period of time shall be allowed for the orderly termination of the Partnership to minimize the normal losses of a liquidation process.

Appears in 1 contract

Samples: Limited Partnership Agreement (Best Disposal Service Inc)

Termination and Liquidation of the Partnership. (a) Upon dissolution of the Partnership unless continued pursuant to Section 6.03, the Partnership shall be terminated as rapidly as business circumstances will permit. At the direction of the General Partner, or a Partner approved by the Limited Partners if the dissolution of the Partnership is caused by the withdrawal of the General Partner (the General Partner or the other Partner, as the case may be, being herein called the "Terminating Partner"), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets and a statement of each Partner's Capital Account shall be furnished to all Partners as soon as is reasonably practicable. The Terminating Partner shall take such action as is necessary so that the Partnership's business shall be terminated, its liabilities discharged, and its assets distributed as hereinafter described. The Terminating Partner may, in his or its sole discretion, either sell all or a part of the Partnership Assets, distribute all or a part of the Partnership Assets in kind to the Partners, or sell part and distribute part of the Partnership Assets in kind to the Partners (i.e., a combination of the two approaches); provided, however, that the Terminating Partner shall ascertain the fair market value of the Partnership Assets by appraisal or other reasonable means of all Partnership Assets remaining unsold and each Partner's Capital Account shall be charged or credited, as the case may be, as if such Partnership Assets had been sold at their fair market value and the income, gains, losses, deductions, and credits realized thereby had been allocated to the Partners in accordance with Article IV hereof. A reasonable period of time shall be allowed for the orderly termination of the Partnership Partnership. to minimize the normal losses of a liquidation process.

Appears in 1 contract

Samples: Limited Partnership Agreement (Eap Energy Services Lp)

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