Common use of Voluntary Termination Clause in Contracts

Voluntary Termination. The Partnership may be dissolved at any time by agreement of a majority of the percentage interests of the Partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The assets of the partnership and proceeds of liquidation shall be applied in the following order: a. To the payment of or provision for all debts, liabilities and obligations of the Partnership to any person (other than Partners) and the expenses of liquidation; b. To the payment of all debts and liabilities (including interest) to the Partners (except those on account of their capital contributions); and c. To the discharge of the balance of the income accounts of the Partners; d. To the payment of the capital accounts of the Partners, less any previous distributions and any losses charged or chargeable to the capital accounts of the Partners and increased by any income or gains credited to such capital accounts. Notwithstanding any other provisions of this Paragraph 13, if, upon liquidation of the Partnership, the liquidating allocations would leave any Partner with a deficit in his capital account that is not to be repaid to the Partnership, then, such allocation shall be modified so that, to the extent possible, the amount of total gain (including the portion of any cancellation of indebtedness income not excluded by an election under Internal Revenue Code Sections 108 and 1017) allocated to such Partner is sufficient to eliminate such deficit. If there are several Partners with such deficits and the total gain is less than the aggregate deficits, such gains shall be allocated in proportion to, but not in excess of, their respective deficits.

Voluntary Termination. The Partnership may be dissolved at any time by agreement of a majority of the percentage interests of the Partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The assets of the partnership and proceeds of liquidation shall be applied in the following order: a. : To the payment of or provision for all debts, liabilities and obligations of the Partnership to any person (other than Partners) and the expenses of liquidation; b. ; To the payment of all debts and liabilities (including interest) to the Partners (except those on account of their capital contributions); and c. and To the discharge of the balance of the income accounts of the Partners; d. ; To the payment of the capital accounts of the Partners, less any previous distributions and any losses charged or chargeable to the capital accounts of the Partners and increased by any income or gains credited to such capital accounts. Notwithstanding any other provisions of this Paragraph 13, if, upon liquidation of the Partnership, the liquidating allocations would leave any Partner with a deficit in his capital account that is not to be repaid to the Partnership, then, such allocation shall be modified so that, to the extent possible, the amount of total gain (including the portion of any cancellation of indebtedness income not excluded by an election under Internal Revenue Code Sections 108 and 1017) allocated to such Partner is sufficient to eliminate such deficit. If there are several Partners with such deficits and the total gain is less than the aggregate deficits, such gains shall be allocated in proportion to, but not in excess of, their respective deficits.

Voluntary Termination. The Partnership may be dissolved at any time by agreement of a majority of the percentage interests supermajority of the Partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The assets of the partnership and proceeds of liquidation shall be applied in the following order: a. (a) To the payment of or provision for all debts, liabilities and obligations of the Partnership to any person (other than Partners) and the expenses of liquidation; b. (b) To the payment of all debts and liabilities (including interest) to the Partners (except those on account of their capital contributions); and; c. (c) To the discharge of the balance of the income accounts of the Partners; d. (d) To the payment of the capital accounts of the Partners, less any previous distributions and any losses charged or chargeable to the capital accounts of the Partners and increased by any income or gains credited to such capital accounts; and (e) Between the Partners in the same proportion as their percentages of interest in the Partnership as set forth in Paragraph 4. Notwithstanding any other provisions of this Paragraph 1311, if, upon ultimate liquidation of the Partnership, the liquidating foregoing allocations would leave any Partner with a deficit in his capital account that is not to be repaid to the Partnership, then, such allocation shall be modified so that, to the extent possible, the amount of total gain (including the portion of any cancellation of indebtedness income not excluded by an election under Internal Revenue Code Sections 108 and 1017) allocated to such Partner is sufficient to eliminate such deficit. If there are several Partners with such deficits and the total gain is less than the aggregate deficits, such gains shall be allocated in proportion to, but not in excess of, their respective deficits.

Voluntary Termination. 11.1 The Partnership may be dissolved at any time by agreement of a majority of the percentage interests supermajority of the Partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The assets of the partnership and proceeds of liquidation shall be applied in the following order: a. (a) To the payment of or provision for all debts, liabilities and obligations of the Partnership to any person (other than Partners) and the expenses of liquidation; b. (b) To the payment of all debts and liabilities (including interest) to the Partners (except those on account of their capital contributions); and; c. (c) To the discharge of the balance of the income accounts of the Partners; d. (d) To the payment of the capital accounts of the Partners, less any previous distributions and any losses charged or chargeable to the capital accounts of the Partners and increased by any income or gains credited to such capital accounts. ; and (e) Between the Partners in the same proportion as their percentages of interest in the Partnership as set forth in Paragraph 4 11.2 Notwithstanding any other provisions of this Paragraph 1311, if, upon ultimate liquidation of the Partnership, the liquidating foregoing allocations would leave any Partner with a deficit in his capital account that is not to be repaid to the Partnership, then, such allocation shall be modified so that, to the extent possible, the amount of total gain (including the portion of any cancellation of indebtedness income not excluded by an election under Internal Revenue Code Sections 108 and 1017) allocated to such Partner is sufficient to eliminate such deficit. If there are several Partners with such deficits and the total gain is less than the aggregate deficits, such gains shall be allocated in proportion to, but not in excess of, their respective deficits.