Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a termination of the Partnership pursuant to Section 12.1 above, the General Partner(s) or, if none, all of the Limited Partners or a liquidator appointed by all of the Limited Partners (the General Partner, Limited Partners or such liquidator, as the case may be, is referred to here as the "LIQUIDATOR") shall liquidate the assets of the Partnership, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate. As soon as possible after the dissolution of the Partnership, a full account of the assets and liabilities of the Partnership shall be taken, and a statement shall be prepared by the independent accountants then acting for the Partnership setting forth the assets and liabilities of the Partnership. A copy of such statement shall be furnished to each of the Partners within ninety (90) days after such dissolution. Thereafter, the Liquidator shall wind up the affairs of the Partnership and distribute the Partnership assets in the following order of priority:
(a) to creditors (including Partners who are creditors) in satisfaction of the liabilities of the Partnership, other than liabilities to existing and former Partners for distributions from the Partnership;
(b) to the establishment of any reserves which the Liquidator deems reasonably necessary for any contingencies or unforeseen liabilities or obligations of the Partnership. Such reserves shall be paid over by the Liquidator to an escrow agent or shall be held by the Liquidator for the purpose of disbursing such reserves in payment of any of such contingencies. At the expiration of such period as the Liquidator deems advisable, the balance thereof shall be distributed in the manner and order provided in this Section;
(c) to existing and former Partners in satisfaction of any liabilities to them, if any, for distributions from the Partnership;
(d) to Partners in accordance with Section 6.1 above. Notwithstanding anything to the contrary, in the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) and an event described in Section 12.1(a) shall have occurred, liquidating distributions shall be made pursuant to this Section 12.2 by the end of the taxable year in which the Partnership is liquidated, or, if later, within ninety (90) days after the date of such liquidation. Distributions pursuant to the preceding sent...
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a dissolution of the Partnership pursuant to Section 11.01, the General Partner (or a special liquidator that may be appointed by a majority in interest of the Limited Partners, if the General Partner is without capacity to act) shall, if the Partnership is not reconstituted, wind-up the affairs of the Partnership, pay (or make adequate provision for the payment of) all liabilities and obligations of the Partnership, and distribute to the Partners all remaining assets of the Partnership in kind; provided, however, that the General Partner or the special liquidator shall be authorized to liquidate, by sale or otherwise, the assets of the Partnership if this liquidation is necessary for the payment of all obligations and liabilities of the Partnership, or if otherwise determined by the General Partner or the special liquidator to be in the best interests of the Partners.
Wind-Up of Affairs. Upon dissolution, the General Partner shall ------------------ proceed with dispatch and without any unnecessary delay to sell or otherwise liquidate the Partnership assets. The Capital Account of each Partner shall be determined. Profits or losses to the date of termination, including realized profits (whether or not recognized for Federal income tax purposes) or losses arising from a sale of all of the assets of the Partnership, and unrealized profits and losses on any assets to be distributed in kind (determined as if such assets had been sold by the Partnership for prices equal to their respective fair market value) shall be allocated as set forth in Article IV and credited or charged to the Capital Accounts of the Partners. After paying or duly providing for all liabilities to creditors of the Partnership, (including any obligations to Partners or affiliates thereof) and any reserve that the General Partner may deem reasonably necessary for any contingent or unforeseen liabilities and other obligations of the Partnership or of the General Partner arising out of or in conjunction with the Partnership's affairs, the General Partner shall make liquidating distributions among the Partners as set forth in Section 9.04 hereof. The wind-up of the affairs of the Partnership shall be conducted exclusively by the General Partner, which is hereby authorized to do any and all acts and things authorized by law for such purposes. In liquidating the assets of the Partnership, all tangible assets of a saleable value shall be sold at such price and terms as the General Partner in good faith determines to be fair and equitable. Any partnership, corporation or other entity in which all or any of the Partners are in any way interested may purchase such assets at such sale. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partnership to minimize the losses normally occurring upon a liquidation. If any assets of the Partnership are to be distributed in kind, such assets shall be distributed on the basis of the then fair market value thereof (after adjusting the Capital Accounts of all Partners for any unrealized gain or loss inherent in such property, as set forth above). The fair market value shall be reasonably determined by the General Partner.
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a termination of the Company pursuant to Section 12.1 above, a liquidator appointed by the BH Investor (subject to Approval by Company Vote) (such liquidator is referred to herein as the “Liquidator”) shall liquidate the assets of the Company, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate. As soon as possible after the dissolution of the Company, a full account of the assets and liabilities of the Company shall be taken, and a statement shall be prepared by the independent accountants then acting for the Company setting forth the assets and liabilities of the Company. A copy of such statement shall be furnished to each of the Members within ninety (90) days after such dissolution. Thereafter, the Liquidator shall wind up the affairs of the Company and distribute the Company assets in the following order of priority:
(a) to creditors (including Members who are creditors) in satisfaction of the liabilities of the Company, other than liabilities to existing and former Members for distributions from the Company;
(b) to the establishment of any reserves which the Liquidator deems reasonably necessary for any contingencies or unforeseen liabilities or obligations of the Company. Such reserves shall be paid over by the Liquidator to an escrow agent or shall be held by the Liquidator for the purpose of disbursing such reserves in payment of any of such contingencies. At the expiration of such period as the Liquidator deems advisable, the balance thereof shall be distributed in the manner and order provided in this Section;
(c) to existing and former Members in satisfaction of any liabilities to them, if any, for distributions from the Company;
(d) to the Members in accordance with Section 6.1 above. Notwithstanding anything to the contrary, in the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) and an event described in Section 12.1(a) shall have occurred, liquidating distributions shall be made pursuant to this Section 12.2 by the end of the taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. Distributions pursuant to the preceding sentence may be made to a trust for the purpose of an orderly liquidation of the Company by the trust in accordance with the Act.
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a termination of the business of the Partnership, the General Partner (or a special liquidator who may be appointed by a Majority in Interest of Limited Partners if the termination results from a circumstance described in Section 10.1(a)(iv) above relative to the General Partners) shall wind-up the affairs of the Partnership, sell its property and assets for cash at the highest price reasonably obtainable, distribute the proceeds in accordance with Section 6.4 hereof in liquidation of the Partnership and file a certificate of cancellation with the Secretary of State of Texas. In no event shall there be a distribution of the property and assets of the Partnership in kind, unless a Majority in Interest of the Partners approve such distribution.
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a termination of the business of the Partnership pursuant to Section 9.1, the General Partner shall wind up the affairs of the Partnership, liquidate the assets of the Partnership, and distribute to the Partners all the proceeds of such liquidation in accordance with Section 9.4.
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a liquidation of the Partnership, the Managing Partner (or a special liquidator who may be appointed by a Majority in Interest of Limited Partners if the termination results from the circumstance described in Section 11.1(a)(iv) above) shall wind-up the affairs of the Partnership, sell its property and assets for cash at the highest price reasonably obtainable and distribute the proceeds in accordance with Section 7.6 in liquidation of the Partnership. In no event shall there be a distribution of the property and assets of the Partnership in kind, unless a Majority in Interest of the Limited Partners approve such distribution.
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event set forth in Section 9.01(a) giving rise to a liquidation of the Company, except as otherwise specified herein, the Managers shall wind-up the affairs of the Company, distribute Company cash, assets which constitute securities to the Members and/or the proceeds from the sale for cash at the highest price reasonably obtainable of any remaining property in the following order of priority:
(a) first, to the payment of debts and liabilities of the Company;
(b) second, to set up any reserves that the Managers deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the business of the Company; and
(c) third, the remainder, if any, shall be distributed in accordance with Section 6.05 as if it were a distribution of Cash Flow.
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a termination of the business of the Company pursuant to Section 8.1, the General Partner shall wind up the affairs of the Company, liquidate the assets of the Company, and distribute to the Partners all the proceeds of such liquidation in accordance with Section 8.4.
Wind-Up of Affairs. As expeditiously as possible following the occurrence of an event giving rise to a termination of the Company pursuant to Section 12.1 above, a liquidator appointed by BH Investor (such liquidator is referred to herein as the “Liquidator”) shall liquidate the assets of the Company, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Certificate. As soon as possible after the dissolution of the Company, a full account of the assets and liabilities of the Company shall be taken, and a statement shall be prepared by the independent accountants then acting for the Company setting forth the assets and liabilities of the
