Common use of Winding-Up and Distributions Clause in Contracts

Winding-Up and Distributions. Upon the dissolution of the Partnership pursuant to section 31, the winding-up of the Partnership's business and the liquidation and distribution of Partnership assets must be carried out with due diligence and in a timely manner, and consistent with both the requirements of applicable law and the following provisions of this section: (a) The Managing General Partner shall be responsible for taking all actions relating to the winding-up, liquidation, and distribution of assets of the Partnership, unless its Retirement causes the dissolution, in which case the fiscal agent, liquidator, or receiver appointed (without judicial action) by a Majority in Interest shall be so responsible. The Managing General Partner, or the appointed fiscal agent, liquidator, or receiver, is referred to in this Agreement as the "Liquidator." A non-managing General Partner can be appointed to be the Liquidator. The Liquidator shall file all certificates or notices of the dissolution of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership assets, the Partnership shall terminate, and the Liquidator shall execute, acknowledge, and cause to be filed all certificates and notices required by law to terminate the Partnership. (b) The Liquidator shall proceed without unnecessary delay to sell and otherwise liquidate the Partnership's assets. Unless directed otherwise by a Majority in Interest, all Marketable Securities, cash and other readily divisible or fungible assets of the Partnership shall be distributed directly to the Partners in the manner set forth in section 14(c)(i). The Liquidator shall promptly sell the other assets of the Partnership unless it determines that an immediate sale of part or all of such assets would cause undue loss to the Partners. In such case, the Liquidator, to avoid such loss, may defer the liquidation of the Partnership assets for a reasonable time, except for those liquidations that are necessary to satisfy the debts and liabilities of the Partnership to persons and parties other than the Partners. The Liquidator shall distribute the proceeds from the liquidation of the Partnership's assets as provided in section 14(c). (c) Upon the dissolution of the Partnership pursuant to section 31, the Liquidator shall cause the accountants for the Partnership to prepare within ninety (90) days after the occurrence of the event of dissolution, and immediately thereafter shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership as of the date of its dissolution. The Liquidator, promptly following the complete liquidation and distribution of the Partnership's assets, shall cause the Partnership's accountants to prepare, and the Liquidator shall furnish to each person who is a Partner immediately before the dissolution, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding-Up and Distributions. Upon the dissolution of the Partnership pursuant to section 31, the winding-up of the Partnership's business and the liquidation and distribution of Partnership assets must be carried out with due diligence and in a timely manner, and consistent with both the requirements of applicable law and the following provisions of this section: (a) The Managing General Partner shall be responsible for taking all actions relating to the winding-up, liquidation, and distribution of assets of the Partnership, unless its Retirement causes the dissolution, in which case the fiscal agent, liquidator, or receiver appointed (without judicial action) by a Majority in Interest shall be so responsible. The Managing General Partner, or the appointed fiscal agent, liquidator, or receiver, is referred to in this Agreement as the "Liquidator." A non-managing General Partner can be appointed to be the Liquidator. The Liquidator shall file all certificates or notices of the dissolution of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership assets, the Partnership shall terminate, and the Liquidator shall execute, acknowledge, and cause to be filed all certificates and notices required by law to terminate the Partnership. (b) The Liquidator shall proceed without unnecessary delay to sell and otherwise liquidate the Partnership's assets. Unless directed otherwise by a Majority in Interest, all Marketable Securities, cash and other readily divisible or fungible assets of the Partnership shall be distributed directly to the Partners in the manner set forth in section 14(c)(i). The Liquidator shall promptly sell the other assets of the Partnership unless it determines that an immediate sale of part or all of such assets would cause undue loss to the Partners. In such case, the Liquidator, to avoid such loss, may defer the liquidation of the Partnership assets for a reasonable time, except for those liquidations that are necessary to satisfy the debts and liabilities of the Partnership to persons and parties other than the Partners. The Liquidator shall distribute the proceeds from the liquidation of the Partnership's assets as provided in section 14(c). (c) Upon the dissolution of the Partnership pursuant to section 31, the Liquidator shall cause the accountants for the Partnership to prepare within ninety (90) days after the occurrence of the event of dissolution, and immediately thereafter shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership as of the date of its dissolution. The Liquidator, promptly following the complete liquidation and distribution of the Partnership's assets, shall cause the Partnership's accountants to prepare, and the Liquidator shall furnish to each person who is a Partner immediately before the dissolution, a statement showing the manner in which the Partnership assets were liquidated and distributed.from

Winding-Up and Distributions. Upon the dissolution of the Partnership pursuant to section 3136, and unless the Partnership is reconstituted, the winding-up of the Partnership's business and the liquidation and distribution of Partnership assets must be carried out with due diligence and in a timely manner, and consistent with both the requirements of applicable law and the following provisions of this section: (a) The Managing General Partner shall be responsible for taking all actions relating to the winding-up, liquidation, and distribution of assets of the Partnership, unless its Retirement Retirement, removal, or withdrawal causes the dissolution, in which case the fiscal agent, liquidator, or receiver appointed (without judicial action) by a Majority in Interest shall be so responsible. The Managing General Partner, or the appointed fiscal agent, liquidator, or receiver, is referred to in this Agreement as the "Liquidator." A non-managing General Limited Partner can be appointed to be the Liquidator. The Liquidator shall file all certificates or notices of the dissolution of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership assets, the Partnership shall terminate, and the Liquidator shall execute, acknowledge, and cause to be filed all certificates and notices required by law to terminate the Partnership. (b) The Liquidator shall proceed without unnecessary delay to sell and otherwise liquidate the Partnership's assets. Unless directed otherwise by a Majority in Interest, all Marketable Securities, cash and other readily divisible or fungible assets of the Partnership shall be distributed directly to the Partners in the manner set forth in section 14(c)(i16(c)(i). The Liquidator shall promptly sell the other assets of the Partnership unless it determines that an immediate sale of part or all of such assets would cause undue loss to the Partners. In such case, the Liquidator, to avoid such loss, may defer the liquidation of the Partnership assets for a reasonable time, except for those liquidations that are necessary to satisfy the debts and liabilities of the Partnership to persons and parties other than the Partners. The Liquidator shall distribute the proceeds from the liquidation of the Partnership's assets as provided in section 14(c16(c). (c) Upon the dissolution of the Partnership pursuant to section 3136, and unless the Partnership is reconstituted, the Liquidator shall cause the accountants for the Partnership to prepare within ninety (90) days after the occurrence of the event of dissolution, and immediately thereafter shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership as of the date of its dissolution. The Liquidator, promptly following the complete liquidation and distribution of the Partnership's assets, shall cause the Partnership's accountants to prepare, and the Liquidator shall furnish to each person who is a Partner immediately before the dissolution, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding-Up and Distributions. Upon (a) In the event of a dissolution of the Partnership Company pursuant to section 31Section 9.01, the winding-up of the Partnership's business and the liquidation and distribution of Partnership assets must be carried out with due diligence and in a timely manner, and consistent with both the requirements of applicable law and the following provisions of this section: (a) The Managing General Partner shall be responsible for taking all actions relating to the winding-up, liquidation, and distribution of assets of the Partnership, unless its Retirement causes the dissolution, in which case the fiscal agent, liquidator, or receiver appointed (without judicial action) by a Majority in Interest Company shall be so responsible. The Managing General Partnerliquidated by the Liquidator and, after Company obligations have been discharged or provided for, and any reserves which the appointed fiscal agent, liquidator, Liquidator deems reasonably necessary to provide for contingent and unforeseen liabilities or receiver, is referred to in this Agreement as the "Liquidator." A non-managing General Partner can be appointed to be the Liquidator. The Liquidator shall file all certificates or notices obligations of the dissolution of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership assetsCompany have been established, the Partnership net proceeds of such liquidation shall terminate, and the Liquidator shall execute, acknowledge, and cause to be filed all certificates and notices required by law to terminate the Partnershipdistributed in accordance with Section 5.04. (b) The All liquidating distributions shall be made in cash or in kind, in the discretion of the Liquidator. In connection with the sale by the Company and reduction to cash of its assets, although the Company has no obligation to offer to sell any properties to the Members, any Member, at the option of the Liquidator, may bid on and purchase any assets. If the Liquidator shall proceed without unnecessary delay to sell and otherwise liquidate the Partnership's assets. Unless directed otherwise by a Majority in Interest, all Marketable Securities, cash and other readily divisible or fungible assets of the Partnership shall be distributed directly to the Partners in the manner set forth in section 14(c)(i). The Liquidator shall promptly sell the other assets of the Partnership unless it determines determine that an immediate sale of part or all of such the Company assets would cause undue loss to the Partners. In such caseMembers, the Liquidator, to avoid such loss, Liquidator may defer the liquidation of the Partnership assets and withhold from distribution for a reasonable time, time any assets of the Company (except for those liquidations that are necessary to satisfy the debts and liabilities of the Partnership to persons and parties other than the Partners. The Liquidator shall distribute the proceeds from the liquidation of the PartnershipCompany's assets as provided in section 14(ccurrent obligations). (c) Upon the dissolution If any assets of the Partnership pursuant Company are to section 31be distributed in kind, such assets shall be distributed on the basis of the fair market value thereof and any Member entitled to any interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the Liquidator. (d) In connection with the termination of the Company, the Liquidator Company's accountants shall cause the accountants for the Partnership to prepare within ninety (90) days after the occurrence of the event of dissolution, and immediately thereafter shall furnish to each Partner, Member a statement setting forth the assets and liabilities of the Partnership Company as of the date of its dissolutioncomplete liquidation. The Liquidator, promptly following the complete liquidation and After distribution of all of the Partnership's assetsassets of the Company, the Members shall cause the Partnership's accountants cease to preparebe such, and the Liquidator Board shall furnish cause to each person who is a Partner immediately before be executed, acknowledged and filed all documents necessary to cancel the dissolutionCertificate and fictitious name certificates, a statement showing if any, and to terminate the manner in which the Partnership assets were liquidated and distributedCompany.

Winding-Up and Distributions. Upon the dissolution of the Partnership pursuant to section 3136, and unless the Partnership is reconstituted, the winding-winding up of the Partnership's business and the liquidation and distribution of Partnership assets must be carried out with due diligence and in a timely manner, and consistent with both the requirements of applicable law and the following provisions of this section: (a) The Managing General Partner shall be responsible for taking all actions relating to the winding-winding up, liquidation, and distribution of assets of the Partnership, unless its Retirement Retirement, removal, or withdrawal causes the dissolution, in which case the fiscal agent, liquidator, or receiver appointed (without judicial action) by a Majority in Interest shall be so responsible. The Managing General Partner, or the appointed fiscal agent, liquidator, or receiver, is referred to in this Agreement as the "Liquidator." A non-managing General Limited Partner can be appointed to be the Liquidator. The Liquidator shall file all certificates or notices of the dissolution of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership assets, the Partnership shall terminate, and the Liquidator shall execute, acknowledge, and cause to be filed all certificates and notices required by law to terminate the Partnership. (b) The Liquidator shall proceed without unnecessary delay to sell and otherwise liquidate the Partnership's assets. Unless directed otherwise by a Majority in Interest, all Marketable Securities, cash and other readily divisible or fungible assets of the Partnership shall be distributed directly to the Partners in the manner set forth in section 14(c)(iin (c) (i). The Liquidator shall promptly sell the other assets of the Partnership unless it determines that an immediate sale of part or all of such assets would cause undue loss to the Partners. In such case, the Liquidator, to avoid such loss, may defer the liquidation of the Partnership assets for a reasonable time, except for those liquidations that are necessary to satisfy the debts and liabilities of the Partnership to persons and parties other than the Partners. The Liquidator shall distribute the proceeds from the liquidation of the Partnership's assets as provided in section 14(c16(c). (c) Upon the dissolution of the Partnership pursuant to section 31, the Liquidator shall cause the accountants for the Partnership to prepare within ninety (90) days after the occurrence of the event of dissolution, and immediately thereafter shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership as of the date of its dissolution. The Liquidator, promptly following the complete liquidation and distribution of the Partnership's assets, shall cause the Partnership's accountants to prepare, and the Liquidator shall furnish to each person who is a Partner immediately before the dissolution, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding-Up and Distributions. Upon the dissolution of the Partnership pursuant to section 3136, and unless the Partnership is reconstituted, the winding-winding up of the Partnership's business and the liquidation and distribution of Partnership assets must be carried out with due diligence and in a timely manner, and consistent with both the requirements of applicable law and the following provisions of this section: (a) The Managing General Partner shall be responsible for taking all actions relating to the winding-winding up, liquidation, and distribution of assets of the Partnership, unless its Retirement Retirement, removal, or withdrawal causes the dissolution, in which case the fiscal agent, liquidator, or receiver appointed (without judicial action) by a Majority in Interest shall be so responsible. The Managing General Partner, or the appointed fiscal agent, liquidator, or receiver, is referred to in this Agreement as the "Liquidator." A non-managing General Limited Partner can be appointed to be the Liquidator. The Liquidator shall file all certificates or notices of the dissolution of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership assets, the Partnership shall terminate, and the Liquidator shall execute, acknowledge, and cause to be filed all certificates and notices required by law to terminate the Partnership. (b) The Liquidator shall proceed without unnecessary delay to sell and otherwise liquidate the Partnership's assets. Unless directed otherwise by a Majority in Interest, all Marketable Securities, cash and other readily divisible or fungible assets of the Partnership shall be distributed directly to the Partners in the manner set forth in section 14(c)(i16(c)(i). The Liquidator shall promptly sell the other assets of the Partnership unless it determines that an immediate sale of part or all of such assets would cause undue loss to the Partners. In such case, the Liquidator, to avoid such loss, may defer the liquidation of the Partnership assets for a reasonable time, except for those liquidations that are necessary to satisfy the debts and liabilities of the Partnership to persons and parties other than the Partners. The Liquidator shall distribute the proceeds from the liquidation of the Partnership's assets as provided in section 14(c16(c). (c) Upon the dissolution of the Partnership pursuant to section 3136, and unless the Partnership is reconstituted, the Liquidator shall cause the accountants for the Partnership to prepare within ninety (90) days after the occurrence of the event of dissolution, and immediately thereafter shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership as of the date of its dissolution. The Liquidator, promptly following the complete liquidation and distribution of the Partnership's assets, shall cause the Partnership's accountants to prepare, and the Liquidator shall furnish to each person who is a Partner immediately before the dissolution, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding-Up and Distributions. Upon (a) In the event of a dissolution of the Partnership Company pursuant to section 31Section 8.01, the winding-up of the Partnership's business and the liquidation and distribution of Partnership assets must be carried out with due diligence and in a timely manner, and consistent with both the requirements of applicable law and the following provisions of this section: (a) The Managing General Partner shall be responsible for taking all actions relating to the winding-up, liquidation, and distribution of assets of the Partnership, unless its Retirement causes the dissolution, in which case the fiscal agent, liquidator, or receiver appointed (without judicial action) by a Majority in Interest Company shall be so responsible. The Managing General Partnerliquidated and, after Company obligations have been discharged or provided for, and any reserves which the appointed fiscal agent, liquidator, Liquidator deems reasonably necessary to provide for contingent and unforeseen liabilities or receiver, is referred to in this Agreement as the "Liquidator." A non-managing General Partner can be appointed to be the Liquidator. The Liquidator shall file all certificates or notices obligations of the dissolution of the Partnership as required by law. Upon the complete liquidation and distribution of the Partnership assetsCompany have been established, the Partnership net proceeds of such liquidation shall terminate, and the Liquidator shall execute, acknowledge, and cause to be filed all certificates and notices required by law to terminate the Partnershipdistributed in accordance with Section 4.03. (b) The All liquidating distributions shall be made in cash or in kind, in the discretion of the Liquidator. In connection with the sale by the Company and reduction to cash of its assets. although the Company has no obligation to offer to sell any properties to the Members, any Member, at the option of the Liquidator, may bid on and purchase any assets. If the Liquidator shall proceed without unnecessary delay to sell and otherwise liquidate the Partnership's assets. Unless directed otherwise by a Majority in Interest, all Marketable Securities, cash and other readily divisible or fungible assets of the Partnership shall be distributed directly to the Partners in the manner set forth in section 14(c)(i). The Liquidator shall promptly sell the other assets of the Partnership unless it determines determine that an immediate sale of part or all of such the Company assets would cause undue loss to the Partners. In such caseMembers, the Liquidator, to avoid such loss, Liquidator may defer the liquidation of the Partnership assets and withhold from distribution for a reasonable time, time any assets of the Company (except for those liquidations that are necessary to satisfy the debts and liabilities of the Partnership to persons and parties other than the Partners. The Liquidator shall distribute the proceeds from the liquidation of the PartnershipCompany's assets as provided in section 14(ccurrent obligations). (c) Upon the dissolution If any assets of the Partnership pursuant Company are to section 31be distributed in kind, such assets shall be distributed on the basis of the fair market value thereof and any Member entitled to any interest in such assets shall receive such Interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the Liquidator. (d) In connection with the termination of the Company, the Liquidator Company's Accountants shall cause the accountants for the Partnership to prepare within ninety (90) days after the occurrence of the event of dissolution, and immediately thereafter shall furnish to each Partner, Member a statement setting forth the assets and liabilities of the Partnership Company as of the date of its dissolutioncomplete liquidation. The Liquidator, promptly following the complete liquidation and After distribution of all of the Partnership's assetsassets of the Company, the Members shall cause the Partnership's accountants cease to preparebe such, and the Liquidator shall furnish cause to each person who is a Partner immediately before be executed, acknowledged and filed all documents necessary to cancel the dissolutionCertificate and fictitious name registrations of the Company, a statement showing if any, and to terminate the manner in which Company. (e) Following the Partnership assets were liquidated and distributedliquidation of the Company, none of the Members shall be subject to the provisions of Section 7.05 (the "Restrictive Covenant").