Common use of Winding-Up Procedures Clause in Contracts

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the Partnership, unless there is an action to continue the Partnership without winding up in accordance with Section 13.3, the General Partner (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Partnership’s business and affairs (including disposing of the Partnership’s assets and applying the proceeds as provided in Section 13.4) and terminate the Partnership in accordance with this Agreement and the Act. The Partnership shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the General Partner has wrongfully caused the winding up of the Partnership or if there is no General Partner, (i) a Majority-in-Interest may vote to elect a person or persons to accomplish the winding up of the Partnership, or (ii) if the Partners fail to elect a person to accomplish winding up the Partnership, then any Partner or Assignee may petition a court to wind up the Partnership as provided in the Act. The person or persons winding up the Partnership, whether the General Partner or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Partnership property pursuant to such winding up. The Liquidator (if not the General Partner) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the General Partner under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and with respect to acts taken or omitted while acting in such capacity on behalf of the Partnership, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Partners and Assignees during the winding up procedure showing the assets and liabilities of the Partnership, providing information and documents required by the Partners and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Partner and Assignee a final statement setting forth the assets, liabilities, and reserves of the Partnership as of the date of completion of winding up.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the PartnershipCompany, unless there is an action to continue the Partnership Company without winding up in accordance with Section 13.314.3, the General Partner Manager (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the PartnershipCompany’s business and affairs (including disposing of the PartnershipCompany’s assets and applying the proceeds as provided in Section 13.414.4) and terminate the Partnership Company in accordance with this Agreement and the Act. The Partnership Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the General Partner Manager has wrongfully caused the winding up of the Partnership Company or if there is no General PartnerManager, (i) a Majority-in-Interest of each Class may vote to elect a person or persons to accomplish the winding up of the PartnershipCompany, or (ii) if the Partners Members fail to elect a person to accomplish winding up the PartnershipCompany, then any Partner Member or Assignee may petition a court to wind up the Partnership Company as provided in Section 18-803(a) of the Act. The person or persons winding up the PartnershipCompany, whether the General Partner Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Partnership Company property pursuant to such winding up. The Liquidator (if not the General PartnerManager) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the General Partner Manager under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and and, with respect to acts taken or omitted while acting in such capacity on behalf of the PartnershipCompany, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Partners Members and Assignees during the winding up procedure showing the assets and liabilities of the PartnershipCompany, providing information and documents required by the Partners Members and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Partner Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Partnership Company as of the date of completion of winding up.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the PartnershipCompany, unless there is an action to continue the Partnership Company without winding up in accordance with Section 13.314.3, the General Partner Manager (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the PartnershipCompany’s business and affairs (including disposing of the PartnershipCompany’s assets and applying the proceeds as provided in Section 13.4) and terminate the Partnership Company in accordance with this Agreement and the Act. The Partnership Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the General Partner Manager has wrongfully caused the winding up of the Partnership Company or if there is no General PartnerManager, (i) a Majority-in-Interest of each Class may vote to elect a person or persons to accomplish the winding up of the PartnershipCompany, or (ii) if the Partners Members fail to elect a person to accomplish winding up the PartnershipCompany, then any Partner Member or Assignee may petition a court to wind up the Partnership Company as provided in Section 18-803(a) of the Act. The person or persons winding up the PartnershipCompany, whether the General Partner Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Partnership Company property pursuant to such winding up. The Liquidator (if not the General PartnerManager) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the General Partner Manager under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and and, with respect to acts taken or omitted while acting in such capacity on behalf of the PartnershipCompany, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Partners Members and Assignees during the winding up procedure showing the assets and liabilities of the PartnershipCompany, providing information and documents required by the Partners Members and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Partner Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Partnership Company as of the date of completion of winding up.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the PartnershipCompany, unless there is an action to continue the Partnership Company without winding up in accordance with Section 13.314.3, the General Partner Manager (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Partnership’s Company's business and affairs (including disposing of the Partnership’s Company's assets and applying the proceeds as provided in Section 13.414.4) and terminate the Partnership Company in accordance with this Agreement and the Act. The Partnership Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the General Partner Manager has wrongfully caused the winding up of the Partnership Company or if there is no General PartnerManager, (i) a Majority-in-Interest of each Class may vote to elect a person or persons to accomplish the winding up of the PartnershipCompany, or (ii) if the Partners Members fail to elect a person to accomplish winding up the PartnershipCompany, then any Partner Member or Assignee may petition a court to wind up the Partnership Company as provided in Section 18-803(a) of the Act. The person or persons winding up the PartnershipCompany, whether the General Partner Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Partnership Company property pursuant to such winding up. The Liquidator (if not the General PartnerManager) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the General Partner Manager under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and and, with respect to acts taken or omitted while acting in such capacity on behalf of the PartnershipCompany, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Partners Members and Assignees during the winding up procedure showing the assets and liabilities of the PartnershipCompany, providing information and documents required by the Partners Members and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Partner Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Partnership Company as of the date of completion of winding up.