Common use of Actions Upon Dissolution Clause in Contracts

Actions Upon Dissolution. Upon dissolution of the Partnership, the General Partner shall liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with the provisions of Section 7.2. Notwithstanding the foregoing, in the event that the General Partner shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners (by reason of incurring taxable gain or otherwise) or would otherwise be inappropriate, the General Partner may, in order to avoid such loss, either (a) defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership’s debts and obligations or (b) distribute the shares of all properties and assets of the Partnership to the Partners in kind. Subject to the overall provisions of Section 7.2, if any Partnership assets are distributed in kind, the General Partner shall have the sole discretion to determine the relative proportions of cash and of other assets to be distributed to each Partner (taking such non-cash assets into account at their fair market value as determined under Section 7.1(g)).

Actions Upon Dissolution. Upon dissolution of the Partnership, the General Partner shall liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with the provisions of Section 7.2. , Notwithstanding the foregoing, in the event that the General Partner shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners (by reason of incurring taxable gain or otherwise) or would otherwise be inappropriate, the General Partner may, in order to avoid such loss, either (a) defer liquidation of, and withhold from from, distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership’s debts and obligations or (b) distribute the shares of all properties and assets of the Partnership to the Partners in kind. Subject to the overall provisions of Section 7.2, if any Partnership assets are distributed in kind, the General Partner shall have the sole discretion to determine the relative proportions of cash and of other assets to be distributed to each Partner (taking such non-cash assets into account at their fair market value as determined under Section 7.1(g)).