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 the Delaware Act and any other applicable law: (i) First, to the payment of the Partnership’s debts and obligations to its creditors (including Partners), 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 Liquidator deems necessary or appropriate; and (iii) Third, to the Partners, in accordance with Section 7.2 (and in accordance with the terms of any Equity Grant Agreement). The reserves established pursuant to clause (ii) above will be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator deems advisable, such reserves will be distributed to the Limited Partners in accordance with Section 7.2 (and in accordance with the terms of any Equity Grant Agreement) in the manner provided above in this Section 10.2(b). The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Limited Partner 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 Limited Partner pursuant to this Section 10.2(b).