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:
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 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 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”):
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:
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. 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. (a) Upon dissolution of the Partnership, an appraisal of the net realizable value (the "Appraised Value") of the remaining Partnership assets shall be made by independent appraisers. Copies of such statements respecting appraisal shall be furnished to each Partner. During the period ending on the one hundred twentieth (120th) day after the aforesaid statements are furnished to all Partners, either Limited Partner shall have the right, by written notice to the other Partners, to elect to cause the Partnership to redeem the entire interest of the other Limited Partner for the amount such other Limited Partner would receive if (w) all of the assets of the Partnership were sold for their Appraised Value, (x) all liabilities were paid, (y) the Capital Accounts of the Partners were adjusted to reflect their allocable shares of the net gain or loss on such sale pursuant to Section 2.6 hereof, and (z) the net proceeds from such sale and the other liquid assets of the Partnership were distributed to the Partners in proportion to their respective Capital Accounts as so adjusted. The redemption of the Partnership Interest to be redeemed shall occur within sixty (60) days following the determination of the identity of the Limited Partner whose interest is to be redeemed and the amount of the redemption price to be paid therefor. At such time, the redemption price shall be paid in cash and the redeemed Partnership Interest shall be conveyed to the Partnership by instrument or instruments satisfactory in form and substance to the Partnership. Notwithstanding the foregoing, if, within 30 days after the Partners receive written notice from one Limited Partner of its intention to cause the redemption of the other Limited Partner as provided above, the other Limited Partner also gives written notice to the other Partners of its intention to cause the redemption of the first Limited Partner as provided above, then, the terms of paragraph 5.12(a) shall not apply, and the following provisions of this Section 5.12 shall apply, unless the parties agree otherwise at such time.
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. During such winding up period the liquidator shall not pursue the making of any Investments or require any further Capital Contributions from the Partners unless, and then only to the extent, required to pay normal and reasonable Partnership Expenses, and in all events, limited to the amount of each partner's respective remaining Capital Commitment.
