Common use of Winding Up and Liquidation Clause in Contracts

Winding Up and Liquidation. (a) In the event of a dissolution of the Partnership, a liquidator (the “Liquidator”) shall be appointed by unanimous agreement of the Partners within sixty (60) days after the date of dissolution, failing which the Liquidator will be appointed by the senior partner (or any similar official) of the firm of certified public accountants most recently retained as auditors of the Partnership. Either Partner may be appointed as the Liquidator with the concurrence of the other Partner. (b) The Liquidator shall proceed to liquidate the assets of the Partnership, wind up its affairs, and apply and distribute the proceeds in the following order of priority: (i) To the payment of the debts and liabilities of the Partnership and the expenses of liquidation in the order of priority as provided by law and to the establishment of any reserves which the Liquidator shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations, which reserves may be retained by the Liquidator or paid over by the Liquidator to a bank, trust company or a firm of lawyers to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and at the expiration of such period as the Liquidator shall deem advisable, of distributing the balance in the manner as herein provided. (ii) To the payment to the Partners of any remaining balance in their respective capital accounts as determined after taking into account all capital account adjustments for the Partnership taxable year during which the liquidation occurs and any contributions made pursuant to Section 9.2(c). (c) If, at the date of dissolution, either Partner’s capital account balance is in a negative amount, such Partner must prior to any distribution pursuant to Section 9.2(ii) to the Partners and within ninety (90) days of the date of dissolution, restore its capital account to zero. (d) A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities to enable the Liquidator to minimize any costs attendant upon such a liquidation. The provisions of Section 5.2 hereof relating to the allocation of income, gain, losses depreciation and deductions shall be applicable during the period of liquidation. (e) The Liquidator shall furnish each Partner with a statement audited by the independent firm of certified public accountants then retained as auditor of the Partnership, showing the financial results of the operations of the business for the period from the date of dissolution and showing the manner in which the proceeds of liquidation of the Partnership have been distributed. (f) Nothing contained herein shall be interpreted or construed as preventing the Liquidator, in the event of liquidation hereunder, from selling the Partnership assets to either Partner; provided, however, that unless the other Partner shall agree otherwise, such purchasing Partner shall pay the purchase price therefor in cash in an amount no less than the fair market value for such assets, as determined by an independent appraiser who shall be appointed by the Liquidator.

Winding Up and Liquidation. (a) In If the event of a dissolution of the PartnershipPartnership is dissolved and is not reconstituted under Section 19.03 above, a liquidator (the “Liquidator”) it shall be appointed by unanimous agreement of wound up and the Partners within sixty (60) days after assets shall be sold and proceeds distributed in the date of dissolution, failing which the Liquidator will be appointed by the senior partner (or any similar official) of the firm of certified public accountants most recently retained as auditors of the Partnershiporder provided herein. Either The Managing General Partner may shall be appointed as the Liquidator with liquidating agent for the concurrence winding up of Partnership affairs and the other Partner. (b) The Liquidator shall proceed to liquidate liquidation and distribution of the assets of the Partnership, wind up its affairswhether or not it shall have withdrawn or been removed as Managing General Partner in connection with such dissolution, and apply and distribute the proceeds in the following order of priority: unless (i) To it shall have supplied to the Partnership a suitable substitute liquidating agent, (ii) a court of competent jurisdiction has ordered that the Managing General Partner not serve as liquidating agent or has appointed another liquidating agent for the Partnership, or (iii) applicable law prohibits the Managing General Partner from acting as liquidating agent. Until a certificate of cancellation is filed for the Partnership under Texas law, the Managing General Partner or other liquidating agent shall have authority in the name and on behalf of the Partnership to prosecute and defend civil, criminal or administrative suits, to settle and close the Partnership's business, and to sell or dispose of Partnership Property at a price deemed reasonable by the Managing General Partner or other liquidating agent, whether in cash, securities, other property or any other form, or any combination thereof, and the proceeds thereof as well as all other cash and properties of the Partnership shall be distributed as follows: A. to the payment and discharge or the establishment of reserves to discharge all of the Partnership's debts and liabilities of to persons other than the Partnership and the expenses of liquidation in the order of priority as provided by law and Partners; B. to the establishment setting up of any reserves which the Liquidator shall Managing General Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations, which reserves may be retained by the Liquidator or paid over by the Liquidator to a bank, trust company or a firm of lawyers to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations of the Partnership; C. to the satisfaction of all debts, including obligations of the Partnership to the Partners; and at if the expiration of proceeds are insufficient to pay in full all such period obligations, then pro rata to each Partner as the Liquidator amount of the Partnership's obligation to such Partner bears to the obligations due all Partners; and D. to the extent available, to the payment of the Partners' positive Capital Account balances. Upon any liquidation and dissolution of the Partnership (other than a liquidation and dissolution arising from a constructive termination for tax purposes), property may not be distributed to the Partners, but shall deem advisablebe placed instead in a liquidating trust, or similar entity, for the purpose of liquidating the property and distributing the balance in the manner as herein provided. (ii) To the payment proceeds thereof to the Partners on the basis and in the percentages described in this Agreement, reduced by the expenses of any remaining balance in their respective capital accounts as determined after taking into account all capital account adjustments for collection and distribution. All liquidating distributions shall be made by the Partnership end of the Partnership's taxable year during which the liquidation occurs and any contributions made pursuant to Section 9.2(c). (c) Ifor, at if later, within 90 days after the date of dissolution, either Partner’s capital account balance is in a negative amount, such Partner must prior to any distribution pursuant to Section 9.2(ii) to the Partners and within ninety (90) days of the date of dissolution, restore its capital account to zeroliquidation). (d) A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities to enable the Liquidator to minimize any costs attendant upon such a liquidation. The provisions of Section 5.2 hereof relating to the allocation of income, gain, losses depreciation and deductions shall be applicable during the period of liquidation. (e) The Liquidator shall furnish each Partner with a statement audited by the independent firm of certified public accountants then retained as auditor of the Partnership, showing the financial results of the operations of the business for the period from the date of dissolution and showing the manner in which the proceeds of liquidation of the Partnership have been distributed. (f) Nothing contained herein shall be interpreted or construed as preventing the Liquidator, in the event of liquidation hereunder, from selling the Partnership assets to either Partner; provided, however, that unless the other Partner shall agree otherwise, such purchasing Partner shall pay the purchase price therefor in cash in an amount no less than the fair market value for such assets, as determined by an independent appraiser who shall be appointed by the Liquidator.

Winding Up and Liquidation. (a) In Upon dissolution of the Partnership other than pursuant to Section 6.13, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2, the Managing General Partner or, in the event the Managing General Partner has been dissolved or removed, has become bankrupt as defined in Section 13.1 or has withdrawn from the -66- 71 Partnership, a liquidator or liquidating committee selected by Consent of the Partners, shall be responsible for the winding up of the affairs of the Partnership and the distribution of its assets. The Person or Persons who assume such responsibility (whether they be the Managing General Partner or not) are referred to herein as the "Liquidator." In connection with a dissolution winding up of the affairs of the Partnership, a liquidator (the “Liquidator”) Liquidator shall cause an accounting to be appointed by unanimous agreement made of the Partners within sixty (60) days after the date of dissolution, failing which the Liquidator will be appointed by the senior partner (or any similar official) of the firm of certified public accountants most recently retained as auditors assets and liabilities of the Partnership. Either Partner may If any liability is contingent or uncertain in amount, a reserve will be appointed established in such amount as the Liquidator with deems reasonably necessary. Upon satisfaction or other discharge of such contingency, the concurrence amount of the other Partnerreserve not required, if any, will be distributed as provided in this Section 13.3. (b) The Liquidator (if other than the Managing General Partner) shall proceed be entitled to receive such compensation for its services as may be approved by Consent of the Partners. The Liquidator shall agree not to resign at any time without fifteen (15) days' prior written notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal signed by Consent of the Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within thirty (30) days thereafter be selected by Consent of the Partners. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIII, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Committee under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Partnership as provided for herein. (c) The Liquidator shall liquidate the assets of the Partnership, wind up its affairs, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) To to the payment of the debts and liabilities Partnership creditors, including Partners in respect of the Partnership and the expenses of liquidation loans or guaranteed payments, in the order of priority as provided by law and law; (ii) to the establishment of any reasonable reserves which the Liquidator shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations, which reserves may be retained by the Liquidator or paid over by the Liquidator to a bank, trust company or a firm of lawyers to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and at the expiration of such period as the Liquidator shall deem advisable, of distributing the balance in the manner as herein provided.contingencies; and (ii) To the payment to the Partners of any remaining balance in their respective capital accounts as determined after taking into account all capital account adjustments for the Partnership taxable year during which the liquidation occurs and any contributions made pursuant to Section 9.2(c). (c) If, at the date of dissolution, either Partner’s capital account balance is in a negative amount, such Partner must prior to any distribution pursuant to Section 9.2(iiiii) to the Partners in proportion and within ninety (90) days to the extent of the date positive balances in their respective Capital Accounts (determined after applying the provisions of dissolution, restore its capital account to zeroArticle V). (d) The Liquidator shall be authorized to sell any, all or substantially all of the assets of the Partnership for deferred payment obligations, and to hold, collect and otherwise administer any such obligations or any other deferred payment obligations held or acquired as assets of the Partnership, regardless of the terms of such obligations. (e) A reasonable time, including, without limitation, any time required to collect deferred payment obligations, shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities to creditors so as to enable the Liquidator to minimize any costs the normal losses attendant upon such a the liquidation. The provisions Upon the Liquidator's compliance with the foregoing distribution plan, the Partners shall execute, acknowledge, swear to and cause to be filed a Certificate of Section 5.2 hereof relating to the allocation of income, gain, losses depreciation and deductions shall be applicable during the period of liquidation. (e) The Liquidator shall furnish each Partner with a statement audited by the independent firm of certified public accountants then retained as auditor Cancellation of the Partnership. Except as otherwise expressly provided herein, showing the financial results General Partners shall not be personally liable for the return of the operations original investment or contributions of the business for Limited Partners, or any portion thereof. Any such return shall be made solely from Partnership assets and in accordance with the period from the date of dissolution and showing the manner in which the proceeds of liquidation of the Partnership have been distributedexpress provisions hereof. (f) Nothing contained herein shall be interpreted or construed as preventing the LiquidatorIf, in the event process of liquidation hereundercollecting any deferred payment obligation generated by a sale of assets of the Partnership, from selling the Partnership assets to either Partner; provided, however, that unless the other Partner shall agree otherwise, such purchasing Partner shall pay the purchase price therefor in cash in an amount no less than the fair market value for reacquires any such assets, as determined by an independent appraiser who and if, at such time, there is a Managing General Partner and the same so determines, the Partnership shall be appointed by reconstituted with the LiquidatorConsent of the Partners upon the terms and conditions hereof.

Winding Up and Liquidation. (a) In Upon the event of a dissolution of the Partnership, a liquidator (the “Liquidator”) Partnership shall be appointed by unanimous agreement of the Partners within sixty (60) days after the date of dissolution, failing which the Liquidator will be appointed by the senior partner (or any similar official) of the firm of certified public accountants most recently retained as auditors of the Partnership. Either Partner may be appointed as the Liquidator with the concurrence of the other Partner. (b) The Liquidator shall proceed immediately commence to liquidate the assets of the Partnership, wind up its affairs, and apply the Partners or the Liquidator, as the case may be, shall proceed with reasonable promptness to liquidate the Partnership Assets. Except as provided below, during the period of the winding up of the affairs of the Partnership, the rights and distribute obligations of the proceeds Partners set forth in Article 5 with respect to the management and operation of the Partnership and its business shall continue. Notwithstanding anything contained in this Agreement to the contrary, if any event described in Section 10.1(c) shall be continuing with respect to a Partner of one Party at the time the Partnership is dissolved, a Partner of the other Party (provided no such event is then continuing with respect to it), shall be entitled to act as the liquidating Partner hereunder or to appoint a liquidating trustee (in either event, such Partner or trustee being referred to herein as the "Liquidator") and (i) such Liquidator shall be fully empowered to act on behalf of the Partnership and to wind up the Partnership's affairs and liquidate the Partnership Properties, and (ii) the Liquidator shall be empowered to make, perform and implement all Major Decisions hereunder without obtaining the consent, approval or waiver of any Partner or Person. The Liquidator shall be entitled to receive reasonable compensation for its services, and shall be fully indemnified, defended and held harmless by the Partnership from and against all claims, costs and expenses (including reasonable attorneys' fees and costs) arising in the course of it performing its duties hereunder, except for any such claims, costs or expenses resulting from the gross negligence or wilful misconduct of the Liquidator. From and after the dissolution of the Partnership, the Partnership Assets shall be liquidated and reduced to cash or cash equivalents as soon as practicable and the resulting Net Cash Flow, and all other Net Cash Flow, shall be applied and distributed in the following order of priorityrank and order: (ia) To the payment of the debts and liabilities creditors of the Partnership and the expenses (other than in respect of liquidation Default Loans) in the order of priority as provided by law and to the establishment of any reserves which the Liquidator shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations, which reserves may be retained by the Liquidator or paid over by the Liquidator to a bank, trust company or a firm of lawyers to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and at the expiration of such period as the Liquidator shall deem advisable, of distributing the balance in the manner as herein provided.law; (iib) To the payment establishment and maintenance of a reserve of cash or other assets of the Partnership to pay contingent liabilities of the Partnership (other than any Default Loans) in such amounts as may be reasonably and in good faith determined by the Partners of any remaining balance in their respective capital accounts or the Liquidator, as determined after taking into account all capital account adjustments for the Partnership taxable year during which the liquidation occurs and any contributions made pursuant to Section 9.2(c).case may be; (c) IfTo repay the principal amount of, at the date of dissolutionand to pay any interest owing with respect to, either Partner’s capital account balance is in a negative amount, such Partner must prior to any distribution pursuant to Section 9.2(ii) to the Partners and within ninety (90) days of the date of dissolution, restore its capital account to zero.Default Loan; and (d) A reasonable time shall be allowed for To the orderly liquidation of the assets of the Partnership and the discharge of its liabilities to enable the Liquidator to minimize any costs attendant upon such a liquidationPartners in accordance with their respective Percentage Interests. The provisions of Section 5.2 hereof relating If, immediately prior to the allocation of income, gain, losses depreciation and deductions shall be applicable during the period of liquidation. (e) The Liquidator shall furnish each Partner with a statement audited by the independent firm of certified public accountants then retained as auditor of the Partnership, showing the financial results of the operations of the business for the period from the date of dissolution and showing the manner in which the proceeds of liquidation of the Partnership have been distributed. in accordance with the preceding provisions, there shall continue to be outstanding any principal or accrued interest on any Default Loan (f) Nothing contained herein a "Default Loan Deficiency"), the Noncontributing Party with respect to such Default Loan shall be interpreted or construed as preventing the Liquidator, in the event of liquidation hereunder, from selling contribute to the Partnership assets the amount of such Default Loan Deficiency, which amount shall immediately thereafter be 42 distributed to either Partner; provided, however, that unless the other Partner shall agree otherwise, such purchasing Partner shall pay Contributing Party in satisfaction of the purchase price therefor in cash in an amount no less than the fair market value for such assets, as determined by an independent appraiser who shall be appointed by the LiquidatorDefault Loan.