Common use of Liquidating Actions Clause in Contracts

Liquidating Actions. The Liquidator will liquidate the assets of the Partnership (in connection with dissolution of the Partnership) or the assets associated with the Series that has been terminated, as applicable, 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 debts and obligations of the Partnership (in connection with dissolution of the Partnership) or of such Series that has been terminated, as applicable, to its creditors (including Partners), including sales commissions and other expenses incident to any sale of the assets of the Partnership or the assets associated with such Series, as applicable, in order of the priority provided by law. (ii) Second, to the establishment of and additions to such reserves as the Partnership Board (in connection with dissolution of the Partnership) or the Series Board of the Series that has been terminated, as applicable, deems necessary or appropriate. (iii) Third, to the Partners of the Partnership (in connection with dissolution of the Partnership) or of the Series that has been terminated, as applicable, in accordance with Section 7.2. 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 Partnership Board (in connection with dissolution of the Partnership) or the Series Board of the Series that has been terminated, as applicable, deems advisable, such reserves will be distributed to the Partners in accordance with Section 7.2 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 Partner immediately prior to the distribution of assets pursuant to this Section 10.2(b) being equal to the amount distributable to such Partner pursuant to this Section 10.2(b).

Liquidating Actions. The Liquidator will liquidate the assets of the Partnership (in connection with dissolution of the Partnership) or the assets associated with the Series that has been terminated, as applicable, 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 debts and obligations of the Partnership (in connection with dissolution of the Partnership) or of such Series that has been terminated, as applicable, to its creditors (including Partners), including sales commissions and other expenses incident to any sale of the assets of the Partnership or the assets associated with such Series, as applicable, in order of the priority provided by law. (ii) Second, to the establishment of and additions to such reserves as the General Partner of the Partnership Board (in connection with dissolution of the Partnership) or the Series Board of the Series that has been terminated, as applicable, deems necessary or appropriate. (iii) Third, to the Partners of the Partnership each Series (in connection with dissolution of the Partnership) or of the Series that has been terminated, as applicable, in accordance with Section 7.2. 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 General Partner of the Partnership Board (in connection with dissolution of the Partnership) or the Series Board of the Series that has been terminated, as applicable, deems advisable, such reserves will be distributed to the Partners of each Series (in connection with dissolution of the Partnership) or of the Series that has been terminated, as applicable, in accordance with Section 7.2 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 Partner immediately prior to the distribution of assets pursuant to this Section 10.2(b) being equal to the amount distributable to such Partner pursuant to this Section 10.2(b).