Winding Up the Partnership Sample Clauses

Winding Up the Partnership. 15.1 The Partnership will continue until it reaches a consensus that its work has reached a conclusion or cannot proceed further. It will be the joint responsibility of the Partnership members to ensure a smooth transition and handover of ongoing activities which minimises any disruption to young people and those organisations involved in 11-19 learning provision.

Winding Up the Partnership. In the event of (i) a voluntary dissolution, or (ii) termination of the Partnership Agreement, the Partnership shall immediately commence to wind up its affairs. The continuing operation of the Partnership business shall be confined to those activities reasonably necessary to wind up the Partnership's affairs, discharge its obligations, sell its property, and distribute the proceeds and any remaining assets.

Winding Up the Partnership. In the event of a sale or disposition of substantially all of the assets of the partnership, or a voluntary dissolution, or the death, incapacity, withdrawal, or bankruptcy of the General Partners without determining a Successor General Partner, or the mutual consent of all of the Partners, the Partnership shall immediately commence to wind up its affairs. The Partners shall continue to share profits or losses during liquidation in the same manner as before dissolution. The proceeds from liquidation of Partnership assets shall be applied as follows: (a) Payment to creditors of the Partnership, other than Partners, in the order of priority provided by law. (b) Payment to Partners for loans, if any, made by them to the Partnership. (c) Payment to the Partners of the credit balances in their respective capital accounts. (d) The balance, if any, shall be distributed to all Partners in the percentages set forth in this Agreement.

Winding Up the Partnership. Upon termination of the Partnership, all debts and obligations shall be paid and discharged; and for this purpose, the capital accounts of the Partners shall not be considered as debts or obligations. All assets then remaining shall be distributed to the Partners (General Partner and Limited Partners) in the ratios of their respective adjusted capital accounts. Such assets may be distributed in kind or may be converted to cash by way of sale, at the discretion of More than Fifty Percent (50%) in Interest of the Partners.

Winding Up the Partnership. On any voluntary dissolution, -------------------------- the Partnership shall immediately commence to wind up its affairs. The Partners shall continue to share profits and losses during the period of liquidation in the same proportions as before dissolution. The proceeds from liquidation of Partnership assets shall be applied as follows: A. Payment to creditors of the Partnership, other than Partners, in the order of priority provided by the law. B. Payment to the General Partner for unpaid salaries and reimbursements. C. Payment to the Partners of credit balances in their capital accounts.

Winding Up the Partnership. In the event of a sale or disposition of substantially all of the assets of the Partnership, or a withdrawal of the sole remaining General Partner and the remaining partners do not elect to continue the Partnership pursuant to Article X, the Partnership shall immediately commence to wind up its affairs. The Partners shall continue to share profits or losses during liquidation in the same proportion as before dissolution. Nothing herein shall prohibit any partner form exercising the right of redemption in any foreclosure action on partnership assets, provided that such partner complies with the provisions of this Article XII. The proceeds from liquidation of the Partnership assets shall be applied as follows: (a) Payment to creditors of the Partnership, including Partners, in the order of priority provided by law. (b) Pro rata payment to the Partners of the credit balances in their respective capital accounts. (c) The balance. if any, shall be distributed to all Partners in the proportions set forth in Sections 6.2 and/or 6.3. as applicable at the time. (d) Such distributions may be made in kind and, if so, shall be valued at the fair market value thereof.

Winding Up the Partnership. Upon dissolution of the Partnership, the General Partner shall immediately commence to wind up the affairs of the Partnership and shall engage in an orderly disposition of its assets where such can be done at a fair value (except to the extent the General Partner may determine to distribute any assets to the Partners in kind). The items comprising the Profits or Losses of the Partnership, as the case may be, as well as any specially allocated items for the Fiscal Year in which the Partnership is terminated shall continue to be allocated to the Partners or their representatives and be credited or charged to their respective Capital Accounts in accordance with Articles 6 and 7, above.

Winding Up the Partnership. Upon any voluntary dissolution, the Partnership shall immediately commence winding up its affairs. The Partners shall continue to share profits and losses during liquidation in the same proportions as before dissolution. The proceeds from liquidation of Partnership assets shall be applied in the following order: (a) Debts of the Partnership, other than to Partners; (b) Amounts owed to Partners for unpaid compensation and for contributions and interest on contributions made to the other Partner's capital account; (c) Amounts owed to Partners for the credit balances in their respective capital accounts; (d) The capital contributions of the Partners as reflected in their respective capital accounts; and (e) Any residual proceeds shall be shared equally by the Partners.

Winding Up the Partnership. (a) If an event of dissolution occurs, as described in Section 8.1 above, a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partners to minimize the normal losses attendant upon a liquidation. (b) The Partners shall continue to share profits, gains and losses during the liquidation in the same manner as before dissolution. The proceeds from liquidation of Partnership assets shall be applied as follows: (i) payment to creditors of the Partnership in the order of priority provided by law, and the establishment of reserves for any unforeseen or not yet due liabilities or obligations; (ii) payment to the Partners of their respective capital account balances; and (iii) remaining amounts, if any, to the Partners in accordance with their respective Profit-Sharing Percentages.

Winding Up the Partnership. If the Partnership terminates, the Partnership immediately shall commence to wind up its affairs. The assets of the Partnership shall be applied in the following order: (a) Payment to creditors of the Partnership, other than Partners, in the order of priority provided by law. In the discretion of the General Partner, reserves may be established to meet any contingent obligations or liabilities and, if and when such contingencies shall cease to exist, any remaining assets in such reserves shall be distributed as provided in this Section 9.1. (b) Payment to each Limited Partner of any credit balance in such Limited Partner's Capital Account. (c) Payment to the General Partner of any credit balance in its Capital Account or payment to the Limited Partners, in proportion to their Partnership Capital Percentages, of the total amount of any debit balance in the General Partner's Capital Account. (d) Payment to the Partners of any remaining assets in proportion to their respective Partnership Capital Percentages. The right of a Limited Partner to substitute an assignee in his place and the terms and conditions of such substitution are set forth in Article 6 of the Agreement of Limited Partnership, the applicable sections of which provide as follows: