WINDING DOWN AND LIQUIDATION Clause Samples

WINDING DOWN AND LIQUIDATION. Prior to the Partnership being dissolved pursuant to the provisions of Sections 13.l or 13.2, the Managing Partner shall be bound by the terms and conditions of this Agreement for the purpose of winding down the business of the Partnership and liquidating its assets in an orderly manner; provided, however, the Partnership shall engage in no new business during the period of such winding down. Any distribution of assets upon such winding down and liquidation shall be in accordance with Section 6.