Common use of Winding up: Ratification of Past Acts: Powers of General Partner Clause in Contracts

Winding up: Ratification of Past Acts: Powers of General Partner. The Limited Partnership shall forthwith wind up its activities, and shall continue only for the purpose of winding up its activities. In connection with the foregoing, the Partners hereby ratify, confirm and approve as the acts of the Limited Partnership, all acts and activities undertaken by the General Partner on behalf of the Limited Partnership from December 31, 2009 until the present. In furtherance of winding up of the Limited Partnership’s activities, the General Partner may, on behalf of the Limited Partnership, preserve the Limited Partnership’s business and property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the Limited Partnership’s property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in California Corporations Code Section 15902.03, and perform other necessary acts in furtherance of the foregoing, and shall discharge the Limited Partnership’s liabilities, settle and close the Limited Partnership’s activities, and marshal and distribute the assets of the Limited Partnership. Notwithstanding any other provision in this Agreement to the contrary, the Limited Partnership shall dissolve and wind up its activities in compliance with the California Uniform Limited Partnership Act of 2008 (Cal. Corp. Code §§ 15900 et. seq.)

Winding up: Ratification of Past Acts: Powers of General Partner. The Limited Partnership shall forthwith wind up its activities, and shall continue only for the purpose of winding up its activities. In connection with the foregoing, the Partners hereby ratify, confirm and approve as the acts of the Limited Partnership, all acts and activities undertaken by the General Partner on behalf of the Limited Partnership from December 31, 2009 until the present. In furtherance of winding up of the Limited Partnership’s activities, the General Partner may, on behalf of the Limited Partnership, preserve the Limited Partnership’s business and property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the Limited LP1imited Partnership’s property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in California Corporations Code Section 15902.03, and perform other necessary acts in furtherance of the foregoing, and shall discharge the Limited Partnership’s liabilities, settle and close the Limited Partnership’s activities, and marshal and distribute the assets of the Limited Partnership. Notwithstanding any other provision in this Agreement to the contrary, the Limited Partnership shall dissolve and wind up its activities in compliance with the California Uniform Limited Partnership Act of 2008 (Cal. Corp. Code §§ 15900 et. seq.)

Winding up: Ratification of Past Acts: Powers of General Partner. The Limited Partnership shall forthwith wind up its activities, and shall continue only for the purpose of winding up its activities. In connection with the foregoing, and to the extent permitted by applicable law, the Partners hereby ratify, confirm and approve as the acts of the Limited Partnership, all acts and activities undertaken by the General Partner on behalf of the Limited Partnership from December 31, 2009 until the present. In furtherance of winding up of the Limited Partnership’s activities, the General Partner may, on behalf of the Limited Partnership, preserve the Limited Partnership’s business and property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the Limited Partnership’s property, settle disputes by mediation or arbitration, file a certificate of cancellation as provided in California Corporations Code Section 15902.03, and perform other necessary acts in furtherance of the foregoing, and shall discharge the Limited Partnership’s liabilities, settle and close the Limited Partnership’s activities, and marshal and distribute the assets of the Limited Partnership. Notwithstanding any other provision in this Agreement to the contrary, the Limited Partnership shall dissolve and wind up its activities in compliance with the California Uniform Limited Partnership Act of 2008 (Cal. Corp. Code §§ 15900 et. seq.)