Winding Up of Partnership Sample Clauses

Winding Up of Partnership. Upon dissolution, the Partnership’s business shall be wound up in an orderly manner. The General Partner shall (unless the General Partner (or, if no General Partner, the remaining Limited Partners) elects to appoint a liquidating trustee) wind up the affairs of the Partnership pursuant to this Agreement. In winding up the Partnership, the General Partner or liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Act and in any reasonable manner that the General Partner or liquidating trustee shall determine to be in the best interest of the Partners or their successors-in-interest. The General Partner or liquidating trustee shall take full account of the Partnership’s Liabilities and Property and shall cause the Property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by Applicable Law, in the following order: (a) First, to creditors, including Partners who are creditors, to the extent permitted by law, in satisfaction of all of the Partnership’s Liabilities (whether by payment or the making of reasonable provision for payment thereof to the extent required by Section 17-804 of the Act), other than Liabilities for distribution to Partners under Section 17-601 or 17-604 of the Act; (b) Second, to the Partners and former Partners of the Partnership in satisfaction of Liabilities for distributions under Sections 17-601 or 17-604 of the Act; and (c) The balance, if any, to the Partners in accordance with the positive balance in their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up of Partnership. Upon dissolution, the Partnership’s business will be wound up in an orderly manner. The General Partner shall be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If no General Partner remains, the Limited Partners holding more than 50% of the Capital Accounts may approve one or more Persons to act as the liquidator in carrying out the liquidation. Subject to the Delaware Act and Section 9.3, the liquidator shall dispose of or distribute all Partnership assets to the Partners as soon as reasonably practicable after dissolution.

Winding Up of Partnership. Upon dissolution of the Partnership, the General Partner then remaining (or if there is no remaining General Partner, Limited Partners owning a majority of the total Limited Partners' Partnership Interests), shall proceed with dispatch and without any unnecessary delay to wind up the business affairs of the Partnership, to sell or otherwise liquidate the Partnership assets and Partnership Property, and, after paying or duly providing for all liabilities to creditors of the Partnership, to distribute the net proceeds and any other liquid assets of the Partnership among the Partners in the manner set forth in Section 7.8 hereof.

Winding Up of Partnership. Upon the dissolution of the Partnership or its termination for any reason, the assets of the Partnership, after payment of liabilities, shall be converted into cash and the Capital Accounts adjusted for such sales and the proceeds distributed in the following manner: (a) All Partnership liabilities shall be paid and discharged, or adequate funds set aside for the payment and discharge thereof, all out of the Partnership's cash after sale of all assets, with either Partner having the right of first refusal, for a period of not more than 90 days from the receipt of a third party offer to purchase, to purchase such assets at the same price and on the same terms and conditions as such third party offer. In the event that the liabilities of the Partnership cannot be fully satisfied and discharged after the sale or sales of all assets, the Partners shall assume and pay the excess equally; provided, however, that if the Capital adjusted for such sale or sales of all assets, shall be negative, such Partner shall first contribute to the Partnership an amount equal to the negative balance of its Capital Account. Any such payment will be credited to such Partner's Capital Account. (b) Thereafter, (i) a final examination, under United States, generally accepted auditing standards, of the Partnership's financial statements prepared in accordance with United States generally accepted accounting principles shall be made by the Partnership's independent public accountants, and (ii) statements setting forth the Partners' Capital Accounts shall be prepared by such independent public accountants in accordance with Section 3.03 of this Agreement. Copies of such financial statements and statements respecting Capital Accounts shall be furnished to each Partner. The Capital Accounts subsequent to these adjustments shall be termed the "Final Capital Accounts" (c) In the event that the Final Capital Account of a Partner is negative, such Partner shall pay to the Partnership an amount equal to' the negative balance in its account. The Partnership shall retain sufficient assets as a reserve to meet its obligations and contingent liabilities. It shall distribute any assets in excess of such reserve and, from time to time, such assets as are no longer needed for such reserve, to the Partners in proportion to their Final Capital Accounts. (d) The Partnership shall terminate when all property owned by the proceeds, after payment or satisfaction of liabilities to Partnership creditors sh...

Winding Up of Partnership. Upon the dissolution of the Partnership pursuant to this Article 11, (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 in this Article 11. 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. The net proceeds resulting from such liquidation shall be distributed and applied pursuant to Section 9.3 of this Agreement. 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.

Winding Up of Partnership. The parties acknowledge and agree that, as a result of the purchase of the Assigned Interest, the Partnership will be dissolved and wound-up as a matter of law and that, as a matter of law, all of the assets and all interests of the Partnership shall devolve upon Assignee as the sole partner as a matter of law. The Assignee, as the sole general partner of the Partnership, is hereby authorized and directed to take all actions and make all filings, consistent with this Agreement, to reflect such dissolution and devolution.

Winding Up of Partnership. Upon dissolution, the Partnership's business shall be wound up in an orderly manner. The General Partner shall be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If no general partner remains, the Limited Partners may approve one or more liquidators to act as the liquidator in carrying out such liquidation. Subject to the Act (and with respect to any distribution of assets, Section 6.7), the liquidator shall dispose of or distribute all Partnership assets to the Partners within one year following dissolution, except that such one-year period may be extended with the approval of the Limited Partners.

Winding Up of Partnership. Upon dissolution, the Partnership’s business will be wound up in an orderly manner. The General Partner shall be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If no General Partner remains, the Limited Partners holding more than 50% of the Capital Accounts may approve one or more Persons to act

Winding Up of Partnership. The affairs of the Partnership shall be wound-up, its assets liquidated and the Partnership shall thereafter be dissolved, as soon as practicable, upon the earliest of (a “Winding-Up Event”): (a) the dissolution of the Partnership by operation of law; (b) 90 days following the date of a notice pursuant to Section 4.1 if the Limited Partners have not appointed a successor general partner by Ordinary Resolution prior to the expiration of such 90 day period; (c) 90 days following the date of a notice pursuant to Section 4.3 if the Limited Partners have not appointed a new General Partner by Ordinary Resolution prior to the expiration of such 90 day period; and (d) upon the determination of the General Partner to wind-up and dissolve the Partnership: (i) due to the Project no longer being feasible or not proceeding or completing (as determined by the General Partner, in its sole discretion); or (ii) for any reason other than as set out in Section 10.1(d)(i).

Winding Up of Partnership. The affairs of the Partnership shall be wound-up, its assets liquidated and the Partnership shall thereafter be dissolved, as soon as practicable, upon the earliest of (a “Winding-Up Event”): (a) the expiry of the Term of the Partnership; (b) the dissolution of the Partnership prior to the end of the Term as approved by a Special Vote of the Partners and the consent of the General Partner; (c) the dissolution of the Partnership by operation of law; (d) 90 days following the date of a notice pursuant to Section 4.1 if the Limited Partners have not appointed a successor general partner by Special Vote prior to the expiration of such 90 day period; (e) 90 days following the date of a notice pursuant to Section 4.3 if the Limited Partners have not appointed a new General Partner by Special Vote prior to the expiration of such 90 day period; and (f) 120 days following the disposal or liquidation of all of the Portfolio Assets.