Common use of Winding Up and Final Distribution Clause in Contracts

Winding Up and Final Distribution. (a) Upon the occurrence of an Event of Dissolution, the Partnership shall be wound up and liquidated. The General Partner or, if there is no General Partner, an entity controlled by the managing member of UCF Asset LLC or, if there is no such entity, a liquidator appointed by a Unit Majority, shall proceed with the winding up of the affairs of the Partnership and shall make distributions out of Partnership Assets in the following manner and order: (i) To satisfy all creditors of the Partnership as required by the Act (including the payment of expenses of the winding up, liquidation, and the dissolution of the Partnership) including Partners who are creditors of the Partnership, to the extent otherwise permitted by law, either by the payment thereof or the making of reasonable provision therefor (including the establishment of reserves, in amounts established by the General Partner, an entity controlled by the managing member of UCF Asset LLC or such liquidator); and (ii) The remaining proceeds, if any, plus any remaining Partnership Assets, shall be distributed to the Partners in accordance with Section 4.07(c). Distributions pursuant to this Section 6.02(a)(ii) shall be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation). (b) Notwithstanding the provisions of Section 4.05(b), if, after giving effect to all allocations of Net Profits and Net Losses under Section 4.05(b) for all periods (including the Fiscal Year during which the liquidation of the Partnership occurs), any Partner’s Capital Account is not equal to the amount to be distributed to such Partner pursuant to Section 6.02(a)(ii), the Net Profits or Net Losses for the Fiscal Year in which the Partnership is liquidated are to be allocated among the Partners in such a manner as to cause, to the nearest extent possible, each Partner’s Capital Account to be equal to the amount to be distributed to such Partner pursuant to Section 6.02(a)(ii).

Appears in 4 contracts

Samples: Limited Partnership Agreement (UC Asset LP), Limited Partnership Agreement (UC Asset LP), Limited Partnership Agreement (UC Asset LP)

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Winding Up and Final Distribution. (a) Upon the occurrence of an Event of Dissolution, the Partnership shall be wound up and liquidated. The General Partner or, if there is no General Partner, an entity controlled by the managing member of UCF Asset Wealthcasa Capital GP, LLC or, if there is no such entity, a liquidator appointed by a Unit Majority, shall proceed with the winding up of the affairs of the Partnership and shall make distributions out of Partnership Assets in the following manner and order: (i) To satisfy all creditors of the Partnership as required by the Act (including the payment of expenses of the winding up, liquidation, and the dissolution of the Partnership) including Partners who are creditors of the Partnership, to the extent otherwise permitted by law, either by the payment thereof or the making of reasonable provision therefor (including the establishment of reserves, in amounts established by the General Partner, an entity controlled by the managing member of UCF Asset Wealthcasa Capital GP, LLC or such liquidator); and (ii) The remaining proceeds, if any, plus any remaining Partnership Assets, shall be distributed to the Partners in accordance with Section 4.07(c). Distributions pursuant to this Section 6.02(a)(ii) shall be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation). (b) Notwithstanding the provisions of Section 4.05(b), if, after giving effect to all allocations of Net Profits and Net Losses under Section 4.05(b) for all periods (including the Fiscal Year during which the liquidation of the Partnership occurs), any Partner’s Capital Account is not equal to the amount to be distributed to such Partner pursuant to Section 6.02(a)(ii), the Net Profits or Net Losses for the Fiscal Year in which the Partnership is liquidated are to be allocated among the Partners in such a manner as to cause, to the nearest extent possible, each Partner’s Capital Account to be equal to the amount to be distributed to such Partner pursuant to Section 6.02(a)(ii).

Appears in 1 contract

Samples: Limited Partnership Agreement (Wealthcasa Capital Fund, LP)

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