Upon dissolution the proceeds from the liquidation of Partnership assets, after payment of the just debts and liabilities of the Partnership and any expenses incurred in dissolving and winding up the Partnership, shall be distributed to the Partners in accordance with their Partnership Interests.
Upon dissolution the Members shall look solely to the assets of the Company for the return of their Capital Contributions. The winding up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Manager.
Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill or discharge the contracts of the Trust;
(2) Collect its assets;
(3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind;
(4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
(5) Do all other acts appropriate to liquidate its business.
Upon dissolution. Upon its dissolution, the Company will terminate and immediately commence to wind up its affairs. The Members shall continue to share in profits and losses during liquidation in the same manner and proportions as they did before dissolution. The Company’s assets may be sold, if a price deemed reasonable by the Manager may be obtained. The proceeds from liquidation of Company assets shall be applied as follows:
A. First, to the Company’s debts and liabilities to persons other than Members, which shall be paid and discharged in the order of priority as provided by law;
B. Second, to debts and liabilities, including the balance of unpaid guaranteed payments, if any, to Members, which shall be paid and discharged in the order of priority as provided by law; and
C. Third, the remaining assets shall be distributed to the Members in accordance with, and to the extent of, their positive Capital Account balances.
Upon dissolution. Upon its dissolution, the Partnership will terminate and immediately commence to wind up its affairs. The Partners shall continue to share in profits and losses during liquidation in the same manner and proportions as they did before dissolution. The partnership’s assets may be sold, if a price deemed reasonable by the General Partner may be obtained. The proceeds from liquidation of Partnership assets shall be applied as follows:
A. First, to the Partnership’s debts and liabilities to persons other than Partners, which shall be paid and discharged in the order of priority as provided by law;
B. Second, to debts and liabilities, including the balance of unpaid guaranteed payments, if any, to Partners, which shall be paid and discharged in the order of priority as provided by law; and
C. Third, the remaining assets shall be distributed proportionately first, to the Limited Partner, second, to the General Partner, in the proportion in which net profits and net losses are allocated under Paragraph 6.01 above.
Upon dissolution the Liquidators shall ensure that an account is taken as soon as practicable of all property, assets and liabilities of the Company.
Upon dissolution of the Partnership, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof as determined in the sole discretion of the Board of Supervisors, and the Partnership shall provide cash in exchange for an assignment of the Non-citizen Assignee's share of the distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Non-citizen Assignee of his Partnership Interest (representing his right to receive his share of such distribution in kind).
Upon dissolution the Members shall proceed to wind up and liquidate the business and affairs of the Company, and the Company may only carry on business that is appropriate to wind up and liquidate the business and affairs of the Company, including the following: (a) collecting the Company's assets, (b) disposing of properties that will not be distributed in kind to Members, (c) discharging or making provision for discharging liabilities, (d) distributing the remaining property among the Members, and (e) doing every other act necessary to wind up and liquidate the business and affairs of the Company. The Members shall follow the procedure for disposing of known claims set forth in the Act and shall publish notice of the dissolution of the Company pursuant to the Act.
Upon dissolution. Upon dissolution of the Partnership, the General ---------------- Partner, or, if the dissolution is caused by the retirement, withdrawal, and/or adjudication of Bankruptcy of the last remaining General Partner, then the Limited Partners shall determine as speedily as possible whether or not the Partnership shall be reformed (as a limited partnership, general partnership, joint venture or similar organization) and its business continued under arrangements which make proper provision for its liabilities. In the event of such reformation, such reformation shall constitute the termination of the Partnership.
Upon dissolution. 17 9.3 Wind-Up of Affairs........................................... 18 9.4
