Winding Up and Dissolution. (a) The Partnership shall dissolve, and its affairs shall be wound up, at such time as (i) the General Partner of the Partnership approves in writing, (ii) an event of withdrawal of the General Partner has occurred under the Act (unless the Partnership is continued without dissolution in accordance with this Agreement or the Act), (iii) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act or (iv) the Partnership does not have a Limited Partner (unless the Partnership is continued without dissolution in accordance with the Act); provided, however, that the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of the General Partner described in Section 4.1(b) hereof if (x) at the time of such event of withdrawal, there is at least one (1) other General Partner of the Partnership who carries on the business of the Partnership (any remaining General Partner being hereby authorized to carry on the business of the Partnership) or (y) within ninety (90) days after the occurrence of such event of withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the event of withdrawal, of one (1) or more additional general partners of the Partnership. For the avoidance of doubt, none of the Reorganization Transactions (including any general partner ceasing to be a general partner of the Partnership) resulted in the dissolution of the Partnership, and the Partnership is hereby continued without dissolution.
(b) Upon dissolution of the Partnership pursuant to this Agreement and the Act, the General Partner, or if there is none, a Person selected by the Partners holding a majority of the Partnership Interests to act as a liquidating trustee (the “Liquidating Trustee”), shall wind up the affairs of the Partnership and proceed within a reasonable period of time to sell or otherwise liquidate all of the assets of the Partnership, after paying or making due provisions by the setting up of reserves or otherwise for all liabilities to creditors of the Partnership, and to distribute the assets among the Partners in accordance with the provisions of this Agreement. Within a reasonable time after the effective date of the commencement of the winding up of the Partnership, the assets of the Partnership, or proceeds therefrom, shall be distributed or used as follows: (i) first, to the payment and discharge of all of the Partnership’s de...
Winding Up and Dissolution. Promptly upon the commencement of the winding up of the Partnership, the General Partner acting by the GP Board shall act as liquidator or may appoint one or more Managers or Limited Partners as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as an expense of the Partnership. Until final distribution, the liquidator shall continue to operate the properties of the Partnership with all of the power and authority of the General Partner acting by the GP Board. The steps to be accomplished by the liquidator are as follows:
(a) The liquidator shall pay, satisfy or discharge from the assets of the Partnership all of the debts, liabilities and obligations of the Partnership (including all expenses incurred in liquidation) or otherwise make reasonable provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).
(b) Notwithstanding anything else contained in this Agreement, the liquidator may withhold, in their discretion, from any Distributions to any Limited Partner (i) any amounts then due from such Limited Partner to the Partnership or any of its Subsidiaries, and apply the amounts withheld to pay the amounts then due and (ii) any amounts required to pay any Taxes and related expenses that the liquidator determines to be properly attributable to such Limited Partner (including withholding taxes and interest, penalties and expenses incurred in respect thereof) and apply the amounts withheld to pay the Taxes or expenses attributable thereto.
(c) As promptly as practicable after winding up, the liquidator shall (i) determine, in its discretion, the fair market value of the assets (the “Liquidation Assets”) of the Partnership that are available for distribution pursuant to this Section (the “Liquidation FMV”), (ii) determine the amounts to be distributed to each Limited Partner in accordance with Section 3.01(a)(i) and (iii) deliver to each Limited Partner a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions.
(d) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 11.02(c), the liquidator shall promptly distribute the Liquidation Assets to the hold...
Winding Up and Dissolution. 8.2.1. Upon the Dissolution of the Company, the winding up of the Company’s business and the distribution of Company property and assets shall be carried out in as expeditious a manner as is reasonably practicable and consistent with the provisions of this Section 8.2 and applicable law.
Winding Up and Dissolution. The General Partner may, at any time, commence the winding up of the Partnership’s affairs and shall act as liquidator for the purposes of such winding up. Upon completion of the Partnership’s winding up, the General Partner shall file a notice of dissolution in accordance with the Act and the Partnership will then dissolve.
Winding Up and Dissolution. 25 11.3 Distribution..............................................26 11.4
Winding Up and Dissolution. (a) Upon the dissolution of the Company, the Company Business shall be wound up and its assets liquidated by the Managers. The Member shall rely solely upon Company assets as consideration for its interest in the Company and the Member shall not be liable for any amounts in excess of such assets.
(b) In settling accounts after dissolution, the liabilities of the Company shall be paid in the following order:
(1) those to creditors, including the Member when the Member is a creditor, in the order of priority as provided and to the extent otherwise permitted by law, except those to the Member of the Company on account of its contributions;
(2) those to the Member of the Company in respect of its share of the profits and other compensation by way of income on its contributions; and
(3) those to the Member of the Company in respect of its contributions to capital.
(c) Upon complete liquidation, dissolution and distribution, the Company and the Company Business shall cease.
Winding Up and Dissolution. Any of the following events occurring to a Member shall cause the winding up and dissolution of the Company:
Winding Up and Dissolution. Upon the dissolution of the Partnership pursuant to the preceding Section 8.1, the Partnership business shall be wound up and its assets distributed as provided in Article IV. For the purposes of this Section 8.2, to the extent that depreciation or amortization deduction taken into account by the General Partner shall cause a deficit in the General Partner's capital account, such deficit, to the extent the amount of any depreciation or amortization so taken, shall not be deemed to be the personal liability of the General Partner. Upon complete dissolution and distribution of the Partnership's assets, the Partners shall cease to be Partners of the Partnership. Upon the dissolution of the Partnership, the accountants for the Partnership shall promptly prepare and furnish to each Partner a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the distribution of the Partnership's property and assets, the Partnership's accountant shall prepare for each Partner a statement showing the manner in which the Partnership assets were distributed.
Winding Up and Dissolution. (a) On the happening of any event requiring the dissolution of the Partnership as provided in this Agreement, the General Partner shall exercise its powers under this Agreement for the purpose of winding up the business of the Partnership, liquidating the Partnership’s assets in an orderly manner, paying the debts, liabilities and expenses of the Partnership and satisfying its other obligations, distributing any cash or other assets of the Partnership to the Partners in accordance with Section 12.4(b), filing all notices of dissolution prescribed by the Limited Partnerships Act, and filing all elections, determinations or designations required under the Income Tax Act or the Electricity Act which may be necessary or desirable. The Partnership shall not engage in any new business during the period of such winding up and dissolution.
(b) Upon the dissolution of the Partnership, the proceeds from the liquidation of the Partnership’s assets will be distributed, after payment of all of the debts, liabilities, obligations and expenses of the Partnership, to the Partners in proportion to the number of Units held.
(c) No winding up, liquidation, termination or dissolution of the Partnership or of the business of the Partnership shall relieve a Partner from any obligation accruing or accrued to the date of such winding up, liquidation, termination or dissolution.
(d) Notwithstanding the foregoing and any other provision of this Agreement, if the Partners agree, the Partnership may be dissolved in a manner to comply with the provisions of Subsections 85(3), 98(3) or 98(5) of the Income Tax Act or in such other tax-efficient manner as the Partners may agree.
Winding Up and Dissolution. If the Company is dissolved, the Remaining Members shall wind up its affairs, including the selling of all of the Company's assets and the provision of written notification to all of the Company's creditors of the commencement of dissolution proceedings.
