Common use of Liquidating Actions Clause in Contracts

Liquidating Actions. The Liquidator will liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) First, to the payment of the Partnership's debts and obligations to its creditors (including any Unitholders who are creditors), including sales commissions and other expenses incident to any sale of the assets of the Partnership, in order of the priority provided by law. (ii) Second, to the establishment of and additions to such reserves as the General Partners deem reasonably necessary or appropriate. (iii) Third, to the Unitholders, in accordance with Section 7.2 hereof. The reserves established pursuant to clause (ii) above will be deposited by the Liquidator with a bank or other financial institution, to be used for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partners deem advisable, such reserves will be distributed to the Unitholders in accordance with Section 7.2 hereof. The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Unitholder immediately prior to the distribution of the Partnership's assets pursuant to this Section 10.2(b) being equal to the amount distributable to such Unitholder pursuant to this Section 10.2(b). The Partnership is authorized to make appropriate adjustments in the allocation of Profits and Losses as necessary to cause the amount of each Unitholder's Capital Account immediately prior to the distribution of the Partnership's assets pursuant to this Section 10.2(b) to equal the amount distributable to such Unitholder pursuant to this Section 10.2(b).