Common use of Dissolution and Winding Up of the Partnership Clause in Contracts

Dissolution and Winding Up of the Partnership. On dissolution of the Partnership, the General Partner or if there is no General Partner, one or more persons approved by Limited Partners holding a majority in interest of the Capital Accounts of the Limited Partners) shall wind up the Partnership's affairs and shall distribute the Partnership's assets in the following manner and order: (a) in satisfaction of the claims of all creditors of the Partnership, other than the General Partners; (b) in satisfaction of the claims of the General Partners as creditors of the Partnership; and (c) any balance to the Partners in the relative proportions that their respective Capital Accounts bear to each other, those Capital Accounts to be determined as if the Fiscal Year ended on the date of the dissolution.