Common use of Final Distribution Clause in Contracts

Final Distribution. Upon the dissolution of the Partnership, and following the payment of creditors of the Partnership and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership as required under the Partnership Act: (a) The Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners and distributions in accordance with the GP-Related Capital Account balances of the Partners; and (b) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived. The General Partner shall be the liquidator. In the event that the General Partner is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners voting at a meeting of Partners (excluding Nonvoting Special Partners).

Final Distribution. Upon the dissolution of the PartnershipCompany, and following the payment of creditors of the Partnership Company and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership Company as required under the Partnership LLC Act: (a) The PartnersMembers’ respective interests in the Partnership Company shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners Members and distributions in accordance with the GP-Related Capital Account balances of the PartnersMembers; and (b) With respect to each PartnerMember’s Capital Commitment Partner Member Interest, an amount shall be paid to such Partner Member in cash or Securities in an amount equal to such PartnerMember’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner Member in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership Company related to the PartnersMembers’ Capital Commitment Partner Member Interests shall be paid to the Partners Members in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived. The General Partner Managing Member shall be the liquidator. In the event that the General Partner Managing Member is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners Members voting at a meeting of Partners Members (excluding Nonvoting Special PartnersMembers).

Final Distribution. Upon the dissolution of the Partnership, and following the payment of creditors of the Partnership and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership as required under the Partnership Act: (a) The Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners and distributions in accordance with the GP-Related Capital Account balances of the Partners; and (b) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived. . (c) The General Partner shall be the liquidator. In the event that the General Partner is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners voting at a meeting of Partners (excluding Nonvoting Special Partners).

Final Distribution. Upon the dissolution of the PartnershipCompany, and following the payment of creditors of the Partnership Company and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership Company as required under the Partnership LLC Act: (ai) The PartnersWith respect to the GP-Related Member Interests of the Members, the Members’ respective interests in the Partnership Company shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-Related Capital Accounts of the Partners Members and distributions in accordance with the GP-Related Capital Account balances of the PartnersMembers; and (bii) With respect to each PartnerMember’s Capital Commitment Partner Member Interest, an amount shall be paid to such Partner Member in cash or Securities in an amount equal to such PartnerMember’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner Member in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership Company related to the PartnersMembers’ Capital Commitment Partner Member Interests shall be paid to the Partners Members in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived. The General Partner Managing Member shall be the liquidator. In the event that the General Partner Managing Member is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners Members voting at a meeting of Partners Members (excluding Nonvoting Special PartnersMembers).

Final Distribution. Upon the dissolution of the PartnershipCompany, and following the payment of creditors of the Partnership Company and the making of provisions for the payment of any contingent, conditional or unmatured claims known to the Partnership Company as required under the Partnership LLC Act: (a) The PartnersMembers’ respective interests in the Partnership Company shall be valued and settled in accordance with the procedures set forth in Section 6.5 which provide for allocations to the GP-GP- Related Capital Accounts of the Partners Members and distributions in accordance with the GP-Related Capital Account balances of the PartnersMembers; and (b) With respect to each PartnerMember’s Capital Commitment Partner Member Interest, an amount shall be paid to such Partner Member in cash or Securities in an amount equal to such PartnerMember’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner Member in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership Company related to the PartnersMembers’ Capital Commitment Partner Member Interests shall be paid to the Partners Members in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived. The General Partner Managing Member shall be the liquidator. In the event that the General Partner Managing Member is unable to serve as liquidator, a liquidating trustee shall be chosen by the affirmative vote of a Majority in Interest of the Partners Members voting at a meeting of Partners Members (excluding Nonvoting Special PartnersMembers).