Common use of Winding Up and Distribution Clause in Contracts

Winding Up and Distribution. (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof; (A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners); (B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; (C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(ii)(g), excluding from such General Partner's negative Capital Account balance, (a) such General Partner's Share of Minimum Gain, and (b) any other amount that such General Partner is deemed to be obligated to restore to the Partnership under Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or otherwise under the Treasury Regulations promulgated under Code Section 704(b), and after taking into account all Capital Account adjustments (including adjustments arising from the liquidation) for the Partnership taxable year during which such liquidation occurs, other than those made pursuant to this Section, such General Partner shall be unconditionally obligated to restore the amount of such negative Capital Account balance to the Partnership by the end of such taxable year (or, if later, within 90 days after the date of liquidation). Amounts contributed to the Partnership in respect of the General Partner' obligation to restore negative Capital Account balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation. (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. (c) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants shall promptly prepare, and the Liquidator shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding Up and Distribution. (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof; ; (A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners); ; (B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; ; (C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(ii)(g), excluding from such General Partner's negative Capital Account balance, (a) such General Partner's Share of Minimum Gain, and (b) any other amount that such General Partner is deemed to be obligated to restore to the Partnership under Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(c) or otherwise under the Treasury Regulations promulgated under Code Section 704(b), and after taking into account all Capital Account adjustments (including adjustments arising from the liquidation) for the Partnership taxable year during which such liquidation occurs, other than those made pursuant to this Section, such General Partner shall be unconditionally obligated to restore the amount of such negative Capital Account balance to the Partnership by the end of such taxable year (or, if later, within 90 days after the date of liquidation). Amounts contributed to the Partnership in respect of the General Partner' obligation to restore negative Capital Account balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation. (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. (c) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants shall promptly prepare, and the Liquidator shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding Up and Distribution. (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof; (A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners); (B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; (C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a any General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a the General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(ii)(g), excluding from such General Partner's negative Capital Account balance, (a) such General Partner's Share of Minimum Gain, and (b) any other amount that such General Partner is deemed to be obligated to restore to the Partnership under Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(c) or otherwise under the Treasury Regulations promulgated under Code Section 704(b), and after taking into account all Capital Account adjustments (including adjustments arising from the liquidation) for the Partnership taxable year during which such liquidation occurs, other than those made pursuant to this Section, such General Partner shall be unconditionally obligated to restore the amount of such negative Capital Account balance to the Partnership by the end of such taxable year (or, if later, within 90 days after the date of liquidation). Amounts contributed to the Partnership in respect of the such General Partner' 's obligation to restore negative Capital Account balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation. (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. (c) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants shall promptly prepare, and the Liquidator shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding Up and Distribution. l2 . (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof;: (A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners); (B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership;; and (C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a any General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a the General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(ii)(g), excluding from such General Partner's negative Capital Account balance, (a) such General Partner's Share of Minimum Gain, and (b) any other amount that such General Partner is deemed to be obligated to restore to the Partnership Partnerships under Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(c) or otherwise under the Treasury Regulations promulgated under Code Section 704(b), and after taking into account all Capital Account adjustments (including adjustments arising from the liquidation) for the Partnership taxable year during which such liquidation occurs, other than those made pursuant to this Section, such General Partner shall be unconditionally obligated to restore the amount of such negative Capital Account balance to the Partnership by the end of such taxable year (or, if later, within 90 days after the date of liquidation). Amounts contributed to the Partnership in respect of the such General Partner' 's obligation to restore negative Capital Account balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation. (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. (c) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants shall promptly prepare, and the Liquidator shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding Up and Distribution. (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof; (A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners); (B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; (C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a the General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a the General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(ii)(g), excluding from such General Partner's negative Capital Account balance, (a) such General Partner's Share of Minimum Gain, and (b) any other amount that such General Partner is deemed to be obligated to restore to the Partnership under Treasury Regulation Section 1.704-1(b)(2)(ii)(c1(b)(iv)(4)(h)(5) or otherwise under the Treasury Regulations promulgated under Code Section 704(b), and after taking into account all Capital Account adjustments (including adjustments arising from the liquidation) for the Partnership taxable year during which such liquidation occurs, other than those made pursuant to this Section, such the General Partner shall be unconditionally obligated to restore the amount of such negative Capital Account balance to the Partnership by the end of such taxable year (or, if later, within 90 days after the date of liquidation). Amounts contributed to the Partnership in respect of the General Partner' 's obligation to restore negative Capital Account balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation. (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. (c) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants shall promptly prepare, and the Liquidator shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding Up and Distribution. l2 . (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof;: (A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners); (B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership;; and (C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(ii)(g), excluding from such General Partner's negative Capital Account balance, (a) such General Partner's Share of Minimum Gain, and (b) any other amount that such General Partner is deemed to be obligated to restore to the Partnership under Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or otherwise under the Treasury Regulations promulgated under Code Section 704(b), and after taking into account all Capital Account adjustments (including adjustments arising from the liquidation) for the Partnership taxable year during which such liquidation occurs, other than those made pursuant to this Section, such General Partner shall be unconditionally obligated to restore the amount of such negative Capital Account balance to the Partnership by the end of such taxable year (or, if later, within 90 days after the date of liquidation). Amounts contributed to the Partnership in respect of the General Partner' 's obligation to restore negative Capital Account balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation. (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. (c) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants shall promptly prepare, and the Liquidator shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.