Common use of Final Allocation and Distribution Clause in Contracts

Final Allocation and Distribution. Following termination or dissolution of the Partnership and upon liquidation and winding up of the Partnership, the General Partner shall make a final allocation of all items of income, gain, loss and expense in accordance with ARTICLE IX hereof, and the Partnership’s liabilities and obligations to its creditors shall be paid or adequately provided for prior to any distributions to the Partners. After payment or provision for payment of all liabilities and obligations of the Partnership to creditors other than the Partners, the remaining assets, if any, shall be applied and distributed along with any other Investments within the time specified by U.S. Treasury Regulation Section 1.704-1(b)(2), in the following order: (i) First, to the payment and discharge of all of the Partnership’s debts and liabilities to the Partners (other than any such obligations in respect of amounts representing each Partner’s Capital Account), pro rata in accordance with amounts owed to each such Partner; and (ii) Second, the balance, if any, to the Partners in accordance with Section 4.01.