Winding Up of the Partnership. (a) The General Partner shall promptly notify the Limited Partners of any Dissolution Event. Upon dissolution, the Partnership’s business shall be liquidated in an orderly manner. The General Partner shall appoint a liquidating trustee to wind up the affairs of the Partnership pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Partnership Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Partners.
(b) The proceeds of the liquidation of the Partnership shall be distributed in the following order and priority:
(i) first, to the creditors (including any Partners or their respective Affiliates that are creditors) of the Partnership in satisfaction of all of the Partnership’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are, in the judgment of the liquidating trustee, reasonably necessary therefor); and
(ii) second, to the Partners in the same manner as distributions under Section 5.03(b) and Section 5.03(f), subject to Section 5.03(e).
(c) In the event it becomes necessary in connection with the liquidation of the Partnership to make a distribution of Property in-kind, subject to the priority set forth in Section 10.02(b), the liquidating trustee shall have the right to compel each Partner to accept a distribution of Property (i) in the case of a holder of Promote Units, constituting Promote Unit Cash or Other Property (which distribution shall be in accordance with the Promote Unit Principles) and (ii) in the case of a holder of Common Units, constituting Distributable Cash or Other Property (which distribution shall be pro rata based upon such Partner’s Common Percentage), in each case, with such distribution of Property being based upon the amount of cash that would be distributed to such Partners if such Property were sold for an amount of cash equal to the fair market value of such Property, as determined by the liquidating trustee in good faith, subject to the last sentence of Section 5.03(d).
Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided under Alabama law; provided, however, that after payment of all Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in its capital account, and the remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).
Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall either be liquidated as promptly as is consistent with obtaining the fair value thereof or shall be distributed in liquidation to the Partners in accordance with the provisions hereof. In the event of a liquidation of the assets, the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided in Section 17-804 of the Act; provided, however, notwithstanding any provision to the contrary in this Agreement, whether in the event of a liquidation or a distribution of the assets in liquidation to the Partners, after payment of or creating adequate reserves to provide for all Partnership debts, obligations and liabilities, the assets of the Partnership, if any, shall be distributed in accordance with the Partners’ positive ending Capital Accounts after all allocations and other Capital Account adjustments are made for the taxable year. All Partnership assets shall be distributed by the later of (i) the last day of the tax year of the liquidation as defined in Treasury Regulation 1.704-1(b) (other than a technical termination under Code Section 708(b)(1)(B)) or (ii) 90 days after the liquidation.
Winding Up of the Partnership. (a) Upon dissolution of the Partnership, the Liquidating Partner who shall be the General Partner (unless the dissolution occurs because the General Partner ceases to be the general partner pursuant to Section 15642 of the Act, in which case the Liquidating Partner shall be selected by the Partners as set forth in Section 6.2 of this Agreement), shall wind up the affairs of the Partnership, liquidate the Partnership assets, and pay the debts, liabilities and claims against the Partnership. The Partnership shall engage in no further business other than as may be necessary to wind up the business of the Partnership and to distribute Partnership assets. The Liquidating Partner shall establish any reserves which he may deem reasonable necessary for the payment of any contingent or unforeseen obligation of the Partnership.
(b) Distributions in liquidation may be made in cash or in kind, or partly in cash and partly in kind. Distributions in kind shall be subject to reasonable conditions and restrictions necessary or advisable in the discretion of the Liquidating Partner in order to preserve the value of the property or other assets so distributed.
(c) The Income and Losses of the business during the period of dissolution shall be divided among or borne by the Partners in accordance with the provisions of Section 3.3 of this Agreement. Any property distributed in kind in the liquidation shall be valued at fair market value by the Liquidating Partner, and treated as though the property were sold for such value and the cash proceeds were distributed as provided in Section 3.3(e).
(d) The proceeds from the liquidation of Partnership assets shall be applied and distributed by the end of the Partnership fiscal year in which liquidation occurs (or, if later, within 90 days after the date of such liquidation) according to the following order:
(i) To creditors of the Partnership, including repayment of any indebtedness owing to the Partners, in the order of priority as provided by law;
(ii) To the Partners in proportion to and to the extent of the remaining positive balances in the capital accounts of each of them after taking into account all allocations and distributions for the Partnership fiscal year during which such liquidation occurs through the date of such liquidation (other than adjustments due to distributions pursuant to this Section 6.3(d)(iii)); and
(iii) Any remaining balance, to the Partners according to their Percentage Interests.
Winding Up of the Partnership. Upon dissolution of the Partnership as provided in Section 10.1, the Partnership shall be wound up, and the General Partner (or if there is no General Partner, a substitute General Partner elected by the Limited Partners) will take full account of the Partnership's assets and liabilities, the assets will be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in accordance with the provisions of Section 10.4. Notwithstanding the foregoing, the General Partner, with the consent of the Limited Partners, may determine not to sell all or any portion of the assets of the Partnership, in which event there shall be distributed to each of the Partners its interest in the remaining assets of the Partnership.
Winding Up of the Partnership. 11.1 Any of the parties to this Agreement may at any time give 6 months’ notice of an intention to terminate their involvement in the Board. Should such notice be given all parties shall use their best endeavours to arrive at an alternative agreement or an agreed variation to this agreement.
11.2 Should the parties conclude that such endeavours are not likely to be successful this Agreement shall be dissolved from a date six months later than the receipt of the notification or such other date as may be agreed between the parties.
Winding Up of the Partnership. (a) Upon a dissolution of the Partnership, the Managing Partner (or Court-appointed fiduciary if there be no Managing Partner or the Managing Partner is unable to act) shall take full account of the Partnership's liabilities and assets and the assets shall be liquidated as promptly as consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:
(i) to the payment and discharge of all of the Partnership's debts and liabilities (other than those to Partners), including the establishment of any necessary reserves;
(ii) to the payment of any debts and liabilities owed to the Managing Partner; and
(iii) to the Partners in accordance with their Capital Accounts.
(b) Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), (i) distributions shall be made pursuant to this Paragraph. (if such liquidation constitutes a dissolution of the Partnership) or Section 11 hereof (if it does not) to the Partners who have positive Capital Accounts in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2), and (ii) if the Managing Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), the Managing Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(3). Distributions pursuant to the preceding sentence may be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Managing Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners and, from time to time, in the reasonable discretion of the Managing Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.
Winding Up of the Partnership. Upon a dissolution of the --------------------------------- Partnership, the General Partner or other Person appointed by the General Partner, shall take full account of the Partnership's assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof and as shall be necessary to timely make the distributions below described, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:
(a) First, to the payment and discharge of all of the Partnership's debts and liabilities other than liabilities owing to the Partners, including establishment of any necessary contingency reserves;
(b) Then, to the payment of any liabilities owing to the Partners;
(c) Then, to the Partners in accordance with Unreturned Capital Balances.
(d) Then, after taking into account all distributions and allocations of Profits and Losses provided for in this Agreement, to the Partners in accordance with positive Capital Account Balances.
Winding Up of the Partnership. Upon a dissolution of the Partnership, the General Partner or other Person appointed by the General Partner, shall take full account of the Partnership's assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof and as shall be necessary to timely make the distributions below described, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:
(a) First, to the payment and discharge of all of the Partnership's debts and liabilities other than liabilities owing to the Partners, including establishment of any necessary contingency reserves;
(b) Then, in accordance with Section 6.1 (b).
Winding Up of the Partnership. Upon any dissolution of the ----------------------------- Partnership, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners and no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs, provided that all covenants contained in -------- the Old Partnership Agreement and this Agreement and all obligations provided for in the Old Partnership Agreement and this Agreement (other than those covenants and obligations under Section 4.5(a) of this Agreement that pertain to Section 4.05(a) of the Old Partnership Agreement, which covenants and obligations shall survive until the expiration of the applicable statute of limitations) shall continue to be fully binding upon the Partners until such time as the Partnership Property has been distributed pursuant to this Section 10.3 and the Partnership has been terminated. The General Partner, or, if there is no remaining General Partner, a Person elected by the Partners shall be responsible for overseeing the winding up and dissolution of the Partnership (the General Partner or any other Person elected pursuant to this Section 10.3 to wind up the affairs of the Partnership being referred to as the "Liquidator"). The Liquidator shall take full account of the Partnership's liabilities and Property and, not later than 90 days after the date on which the dissolution occurred, shall cause the Property to be sold for cash and shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:
(a) first, to the payment (or the making of reasonable provision for payment) of all debts and liabilities of the Partnership and the expenses of liquidation and to the setting up of any reserves which are reasonably necessary for any contingent, conditional and unmatured liabilities or obligations of the Partnership or of the Partners arising out of, or in connection with, the Partnership; and
(b) second, to the Partners in proportion to and to the extent of their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods. Notwithstanding anything to the contrary in this Agreement, if any General Partner's Capital Account has a deficit balance (after giving eff...
