Common use of Winding Up of the Partnership Clause in Contracts

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. (a) The General Partner shall promptly notify the Limited Partners of any Dissolution Event. Upon dissolution, the Partnership’s 's business shall be liquidated in an orderly manner. The General Partner shall appoint a liquidating trustee be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If there shall be no General Partner, the remaining Partners may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its duties, the liquidating trustee liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Partnership Delaware Act and in any reasonable manner that the liquidating trustee liquidator 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 '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 trusteeliquidator, reasonably necessary therefor); and; (ii) second, to the Partners holding Preferred Interests pro rata up to the amount of the Face Value of such Preferred Interests; (iii) third, to the Partners holding Common Interests pro rata based on the amount of Capital Contributions attributable thereto, up to the amount of such Capital Contributions; and (iv) fourth, to the Partners holding Common Interests pro rata in accordance with their respective Participation Percentages; provided, however, that in the same manner as event that distributions under Section 5.03(bpursuant to clauses (ii) and Section 5.03(f), subject through (iv) above would not otherwise be identical 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) positive balances in the case of a holder of Common UnitsPartners' Capital Accounts, constituting Distributable Cash or Other Property (which distribution such distributions shall instead be pro rata based upon such Partner’s Common Percentage), made in each case, accordance 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)positive balances.

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), Section 5.03(f) and Section 5.03(f5.03(i), 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), (ii) in the case of a holder of Downstairs Promote Units, constituting Downstairs Promote Unit Cash or Other Property (which distribution shall be in accordance with the Downstairs Promote Unit Principles) and (iiiii) 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. (a) The Upon dissolution of the Partnership, the Liquidating Partner who shall be the General Partner shall promptly notify (unless the Limited Partners dissolution occurs because the General Partner ceases to be the general partner pursuant to Section 15642 of any Dissolution Event. Upon dissolutionthe Act, in which case the Partnership’s business Liquidating Partner shall be liquidated selected by the Partners as set forth in an orderly manner. The General Partner Section 6.2 of this Agreement), shall appoint a liquidating trustee to wind up the affairs of the Partnership, liquidate the Partnership pursuant 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 this Agreement. In performing its duties, wind up the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets business of the Partnership in accordance with and to distribute Partnership assets. The Liquidating Partner shall establish any reserves which he may deem reasonable necessary for the Partnership Act and in payment of any reasonable manner that the liquidating trustee shall determine to be in the best interest contingent or unforeseen obligation of the PartnersPartnership. (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 of from the liquidation of Partnership assets shall be applied and distributed by the end of the Partnership shall be distributed fiscal year in which liquidation occurs (or, if later, within 90 days after the date of such liquidation) according to the following order and priorityorder: (i) first, to the To 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 repayment of any reserves which areindebtedness owing to the Partners, in the judgment order of priority as provided by law; (ii) To the Partners in proportion to and to the extent of the liquidating trustee, reasonably necessary thereforremaining 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 (iiiii) secondAny remaining balance, to the Partners in the same manner as distributions under Section 5.03(b) and Section 5.03(f), subject according to Section 5.03(e)their Percentage Interests. (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. (a) The General Partner shall promptly notify the Limited Partners of any Dissolution Event. Upon dissolution, the Partnership’s 's business shall be liquidated in an orderly manner. The General Partner Partners shall appoint a be the liquidating trustee trustees to wind up the affairs of the Partnership pursuant to this Agreement. If there shall be no General Partner, the remaining Partners owning at least a majority-in-interest of the Interests (based on Adjusted DreamWorks Participation Percentages) then outstanding may approve one or more liquidating trustees to act as the liquidating trustee in carrying out such liquidation. In performing its their duties, the liquidating trustee is trustees are authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Partnership Delaware Act and in any reasonable manner that the liquidating trustee they shall determine to be in the best interest of the Partners. (b) The In the event of any dissolution other than a dissolution under Section 11.01(b)(i), the General Partners on behalf of the Partnership shall prepare and deliver to each of the Partners a written schedule as of the date of the applicable written agreement (in the case of a dissolution under Section 11.01(b)(ii)) or the date of entry of the applicable decree (in the case of a dissolution under Section 11.01(b)(iii)) or the date of the event of withdrawal of a General Partner (in the case of a dissolution under Section 11.01(b)(iv)) or the first date on which there are no Limited Partners (in the case of a dissolution under Section 11.01(b)(v)) setting forth (x) the value of each Partner's Retained Shares (valued at their Fair Market Value as of such applicable date) and (y) each Partner's Unreturned DreamWorks Capital (if any) after crediting the value of such Partner's Retained Shares as set forth in Section 11.02(b)(x) above and, if the amount of such credit exceeds such Partner's Unreturned DreamWorks Capital, then the number of shares representing such excess (valued at such Fair Market Value) shall be set forth in such schedule and shall be referred to as such Partner's "Dissolution Additional Shares". In the event of any dissolution (other than a dissolution under Section 11.01(b)(i)), the proceeds of the liquidation of the Partnership shall be distributed in the following order and priority:, after giving effect to Section 11.02(b)(y): (i) first, to the creditors (including any Partners or their respective Affiliates that are creditors) of the Partnership Partnership, to the extent otherwise permitted by law, in satisfaction of all of the Partnership’s '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 extent such dissolution is not a dissolution under Section 5.03(b) and Section 5.03(f11.01(b)(i), subject to Section 5.03(e). the Partners pro rata and in proportion to and to the extent of their respective Fifty Percent Return as of such time (c) In the event it becomes necessary with shares of Common Stock being distributed in connection with the liquidation kind and valued at their Fair Market Value as of the Partnership to make a distribution date 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 applicable written agreement (i) in the case of a holder dissolution under Section 11.01(b)(ii)) or the date of Promote Units, constituting Promote Unit Cash or Other Property entry of the applicable decree (which distribution shall be in accordance with the Promote Unit Principles) and (ii) in the case of a holder dissolution under Section 11.01(b)(iii)) or the date of the event of withdrawal of a General Partner (in the case of a dissolution under Section 11.01(b)(iv)) or the first date on which there are no Limited Partners (in the case of a dissolution under Section 11.01(b)(v))); (iii) third, to the extent such dissolution is not a dissolution under Section 11.01(b)(i), to the Partners pro rata in proportion to and to the extent of their respective Unreturned DreamWorks Capital (with shares of Common UnitsStock being distributed in kind and valued at their Fair Market Value as of the date of the applicable written agreement (in the case of a dissolution under Section 11.01(b)(ii)) or the date of entry of the applicable decree (in the case of a dissolution under Section 11.01(b)(iii)) or the date of the event of withdrawal of a General Partner (in the case of a dissolution under Section 11.01(b)(iv)) or the first date on which there are no Limited Partners (in the case of a dissolution under Section 11.01(b)(v))); and (iv) fourth, constituting Distributable Cash or Other Property (which to the extent such dissolution is not a dissolution under Section 11.01(b)(i), a distribution in kind of shares of Common Stock to the Partners pro rata in accordance with their Adjusted DreamWorks Participation Percentages; provided, that if any Partner has a positive number of Dissolution Additional Shares then the aggregate positive number of Dissolution Additional Shares shall be added to the total number of shares to be allocated under this Section 11.02(b)(iv), and such pro rata based upon distribution under this Section 11.02(b)(iv) shall be made as if such aggregate total number of shares were available for distribution and as if each Partner had received a distribution of 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)'s Dissolution Additional Shares.

Winding Up of the Partnership. (a) The General Partner shall promptly notify the Limited Partners of any Dissolution Event. Upon dissolution, the Partnership’s 's business shall be liquidated in an orderly manner. The General Partner shall appoint a liquidating trustee be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If there shall be no General Partner, the remaining Partners may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its duties, the liquidating trustee liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Partnership Delaware Act and in any reasonable manner that the liquidating trustee liquidator 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 '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 trusteeliquidator, reasonably necessary therefor); and; (ii) second, to the Partners holding Preferred Interests pro rata up to the amount of the Face Value of such Preferred Interests; (iii) third, to the Partners holding Common Interests pro rata based on the amount of Capital Contributions attributable thereto, up to the amount of such Capital Contributions; and (iv) fourth, to the Partners holding Common Interests pro rata in accordance with their respective Participation Percentages; provided, however, that in the same manner as event that distributions under Section 5.03(bpursuant to clauses (ii) and Section 5.03(f), subject through (iv) above would not otherwise be identical 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 positive balances in the Partners' Capital Accounts, such distributions shall instead be made in accordance with such positive balances and; provided, further, that the aggregate amount distributable to the Universal Partners, collectively, pursuant to clauses (ii) in through (iv) above or the case of a holder of Common Units, constituting Distributable Cash or Other Property (which distribution preceding proviso shall be further distributed among the Universal Partners pro rata based upon such Partner’s Common Percentageon their relative positive Capital Account balances (determined taking into account any allocations incident to liquidation pursuant to Section 7.02(g), 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. (a) The General Partner shall promptly notify the Limited Partners of any Dissolution Event. Upon dissolution, the Partnership’s 's business shall be liquidated in an orderly manner. The General Partner Partners shall appoint a be the liquidating trustee trustees to wind up the affairs of the Partnership pursuant to this Agreement. If there shall be no General Partner, the remaining Partners owning at least a majority-in-interest of the Interests then outstanding may approve one or more liquidating trustees to act as the liquidating trustee in carrying out such liquidation. In performing its their duties, the liquidating trustee is trustees are authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Partnership Delaware Act and in any reasonable manner that the liquidating trustee they shall determine to be in the best interest of the Partners. (b) The In the event of any dissolution, 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 Partnership, to the extent otherwise permitted by law, in satisfaction of all of the Partnership’s '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 pro rata in proportion to and to the same manner extent of their respective Unreturned DreamWorks Capital (with shares of Common Stock being distributed in kind and valued at their Fair Market Value 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 date 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 applicable written agreement (i) in the case of a holder dissolution under Section 11.01(b)(ii)) or the date of Promote Units, constituting Promote Unit Cash or Other Property entry of the applicable decree (which distribution shall be in accordance with the Promote Unit Principles) and (ii) in the case of a holder dissolution under Section 11.01(b)(iii)) or the date of the event of withdrawal of a General Partner (in the case of a dissolution under Section 11.01(b)(iv)) or the first date on which there are no Limited Partners (in the case of a dissolution under Section 11.01(b)(v)); and (iii) third, a distribution in kind of shares of Common Units, constituting Distributable Cash or Other Property (which distribution shall be Stock to the Partners pro rata based upon such Partner’s Common Percentage), in each case, accordance 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)their DreamWorks Participation Percentages.