Common use of Liquidating Trust Clause in Contracts

Liquidating Trust. In the discretion of the Managing General Partner (or such other Person responsible for overseeing the winding up and dissolution of the Partnership), a pro rata portion of the distributions that would otherwise be made to the General Partners and Limited Partners pursuant to this Article IX may be: (a) distributed to a trust established for the benefit of the General Partners and the Limited Partners, provided such trust is a liquidating trust or a grantor trust for federal income tax purposes, for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partners and the Limited Partners from time to time at such times and in such amounts as determined, in the reasonable discretion of the Managing General Partner (or such other Person responsible for overseeing the winding up and dissolution of the Partnership), to be appropriate in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partners and the Limited Partners pursuant to this Agreement; or (b) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the General Partners and the Limited Partners as soon as practicable.

Liquidating Trust. In the discretion of the Managing General Partner (or such other Person responsible for overseeing the winding up and dissolution of the Partnership), a pro rata portion of the distributions that would otherwise be made to the General Partners Partner and Limited Partners pursuant to this Article IX may be: (a) distributed to a trust established for the benefit of the General Partners Partner and the Limited Partners, provided such trust is a liquidating trust or a grantor trust for federal income tax purposes, for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partners Partner and the Limited Partners from time to time at such times and in such amounts as determined, in the reasonable discretion of the Managing General Partner (or such other Person responsible for overseeing the winding up and dissolution of the Partnership), to be appropriate in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partners Partner and the Limited Partners pursuant to this Agreement; or (b) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the General Partners Partner and the Limited Partners as soon as practicable.