Common use of Winding Up and Distribution Clause in Contracts

Winding Up and Distribution. (a) Upon the dissolution of the Partnership pursuant to Section 13.01, the Partnership business shall be wound up and its assets liquidated as provided for herein and the net proceeds of such liquidation shall be distributed in accordance with the definition of Sale or Refinancing Proceeds and the provisions of Section 7.05. The liquidation and winding up shall be under the direction of the General Partner. If there shall not then be any General Partner. Limited Partners by Majority Vote of the Limited Partners may designate a Person to assume responsibility for the liquidation and winding up of the Partnership. The Person or Persons who assume such responsibility (whether they be the General Partner or not) are referred to herein as "the Liquidator." (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership at such times and in such places as are required by law. The Liquidator shall proceed without any unnecessary delay to sell, subject to Section 8.08, if applicable, and otherwise liquidate the Partnership's property and assets; provided, however, if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, the Liquidator may defer the liquidation unless prohibited from doing so by applicable law. 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. The Liquidator in its discretion may retain an amount as a cash reserve for contingent expenses and liabilities of the Partnership after complete liquidation. Any funds remaining in such cash reserve one year from the date the Certificate of Dissolution is filed shall be distributed to the Partners in accordance with Section 7.05. (c) Upon the dissolution of the Partnership pursuant to Section 13.01, the accountants for the Partnership 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 Partnership's 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. (d) All expenses incurred in connection with the liquidation and winding up shall be paid as debts of the Partnership and shall have priority over any distribution to be made to the Partners as a result of the liquidation and winding up.

Winding Up and Distribution. (a) Upon the dissolution of the Partnership pursuant to Section 13.0112.01, (i) a Certificate of Cancellation shall be filed in such offices within the State as may be required or appropriate, and (ii) the Partnership business shall be wound up and its assets liquidated as provided for herein in this Section 12.02 and the net proceeds of such liquidation liquidation, except as provided in Section 12.02(b) below, shall be distributed in accordance with Section 11.04. It is the definition intent of Sale or Refinancing Proceeds the Partners that, upon liquidation of the Partnership, any liquidation proceeds available for distribution to the Partners be distributed in accordance with the Partners' respective positive Capital Account balances and the Partners believe that distributions under Section 11.04 will effectuate such intent. In the event that, upon liquidation, there is any conflict between a distribution pursuant to the Partners' respective Capital Account balances and the intent of the Partners with respect to distribution of proceeds as provided in Section 11.04, the Liquidator shall, notwithstanding the provisions of Section 7.05. The liquidation Sections 11.01, 11.02 and winding up shall be under the direction of the General Partner. If there shall not then be any General Partner. Limited Partners by Majority Vote of the Limited Partners may designate a Person to assume responsibility for the liquidation and winding up of 11.03, allocate the Partnership's gains, profits and losses in a manner that will cause the distribution of liquidation proceeds to the Partners to be in accordance with the Partners' respective positive Capital Account balances. The Person or Persons who assume such responsibility (whether they be the General Partner or not) are referred to herein as "the Liquidator." (b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership at such times and in such places as are required by law. The Liquidator shall proceed without any unnecessary delay to sell, subject to Section 8.08, if applicable, 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 may, except to the extent provided by the Act, defer the liquidation unless prohibited from doing so by applicable lawas 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. The Liquidator in its discretion may retain an amount as a cash reserve for contingent expenses and liabilities of the Partnership after complete liquidation. Any funds remaining in such cash reserve one year from the date the Certificate of Dissolution is filed shall be distributed to the Partners in accordance with Section 7.05. (c) Upon the dissolution of the Partnership pursuant to Section 13.0112.01, the accountants for the Partnership 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 Partnership's accountants 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. (d) All expenses incurred in connection with the liquidation and winding up shall be paid as debts of the Partnership and shall have priority over any distribution to be made to the Partners as a result of the liquidation and winding up.

Winding Up and Distribution. (a) Upon the dissolution of the Partnership pursuant to Section 13.01Partnership, the Partnership business shall be wound up and its assets liquidated as provided for herein in this Section 9.02 and the net proceeds of such liquidation shall be distributed in accordance with the definition of Sale or Refinancing Proceeds and the provisions of Section 7.05. The liquidation and winding up shall be under the direction of the General Partner. If there shall not then be any General Partner. Limited Partners by Majority Vote of the Limited Partners may designate a Person to assume responsibility for the liquidation and winding up of the Partnership. The Person or Persons who assume such responsibility (whether they be the General Partner or not) are referred to herein as "the Liquidator9.03 hereof." (b) The Liquidator General Partner shall act as liquidator and shall file all certificates and notices of the dissolution of the Partnership at such times and in such places as are required by law. The Liquidator General Partner shall proceed without any unnecessary delay to sell, subject to Section 8.08, if applicable, sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine it determines that an immediate sale of part or all of the Partnership Partnership's property would cause undue loss to the Partners, in order to avoid such loss, except to the Liquidator extent prohibited by the Revised Act, it may defer the liquidation unless prohibited from doing so by applicable lawof the Partnership's property for a reasonable time. Upon the complete liquidation and distribution of the Partnership Partnership's assets, the Partners shall cease to be Partners of the Partnership, Partnership and the Liquidator General Partner shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. The Liquidator in its discretion may retain an amount as a cash reserve for contingent expenses and liabilities of the Partnership after complete liquidation. Any funds remaining in such cash reserve one year from the date the Certificate of Dissolution is filed shall be distributed to the Partners in accordance with Section 7.05. (c) Upon the dissolution of the Partnership pursuant to Section 13.01Partnership, the accountants for the Partnership shall promptly prepare, and the Liquidator General Partner 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 Partnership's property and assets, the Partnership's accountants shall prepare, and the Liquidator General Partner shall furnish to each Partner, a statement showing the manner in which the Partnership Partnership's assets were liquidated and distributeddistributed and the receipts and disbursements therefor, including an accounting of all of the Distributions made pursuant to Section 9.03 hereof. (d) All expenses incurred in connection with Subject to the liquidation foregoing, the business and winding up affairs of the Partnership shall be paid as wound up and its assets distributed in the manner provided by the laws of the State of California. (e) After all of the debts of the Partnership have been paid, the Partners may elect by mutual agreement to distribute the assets of the Partnership in kind. In such event, the Partners shall evaluate such assets on a mutually acceptable basis and only if such a basis is agreed to and the evaluation made, the assets shall have priority over any distribution to be made distributed to the Partners in the same proportion as a result of the liquidation and winding upif said Distributions were in cash as set forth in Section 9.03 hereof.

Winding Up and Distribution. f C \l "2" (a) Upon the dissolution of the Partnership pursuant to Section 13.0112.01, (i) a Certificate of Cancellation shall be filed in such offices within the Commonwealth of Virginia and the State as may be required or appropriate, and (ii) the Partnership business shall be wound up and its assets liquidated as provided for herein in this Section 12.02 and the net proceeds of such liquidation liquidation, except as provided in Section 12.02(b) below, shall be distributed in accordance with Section 11.04. (b) It is the definition intent of Sale or Refinancing Proceeds the Partners that, upon liquidation of the Partnership, any liquidation proceeds available for distribution to the Partners be distributed in accordance with the Partners' respective Capital Account balances and the Partners believe that distributions under Section 11.04 will effectuate such intent. In the event that, upon liquidation, there is any conflict between a distribution pursuant to the Partners' respective Capital Account balances and the intent of the Partners with respect to distribution of proceeds as provided in Section 11.04, the Liquidator shall, notwithstanding the provisions of Section 7.05. The liquidation Sections 11.01, 11.02 and winding up shall be under the direction of the General Partner. If there shall not then be any General Partner. Limited Partners by Majority Vote of the Limited Partners may designate a Person to assume responsibility for the liquidation and winding up of 11.03, allocate the Partnership. The Person or Persons who assume such responsibility (whether they 's gains, profits and losses in a manner that will cause the distribution of liquidation proceeds to the Partners to be in accordance with the General Partner or not) are referred to herein as "the LiquidatorPartners' respective Capital Account balances." (bc) The Liquidator shall file all certificates and notices of the dissolution of the Partnership at such times and in such places as are required by law. The Liquidator shall proceed without any unnecessary delay to sell, subject to Section 8.08, if applicable, 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 may, except to the extent provided by the Act, defer the liquidation unless prohibited from doing so by applicable lawas 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. The Liquidator in its discretion may retain an amount as a cash reserve for contingent expenses and liabilities of the Partnership after complete liquidation. Any funds remaining in such cash reserve one year from the date the Certificate of Dissolution is filed shall be distributed to the Partners in accordance with Section 7.05. (cd) Upon the dissolution of the Partnership pursuant to Section 13.0112.01, the accountants for the Partnership 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 Partnership's accountants 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. (d) All expenses incurred in connection with the liquidation and winding up shall be paid as debts of the Partnership and shall have priority over any distribution to be made to the Partners as a result of the liquidation and winding up.