Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership; and (d) all remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.01 by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidators liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Actthis Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge pay from Partnership fundsfunds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof them (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership); and (dc) all remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with Section 4.01 the positive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the Taxable Year taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to the Partners a Partner in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.02 constitutes a complete return to the Partners Partner of their its Capital Contributions, Contributions and a complete distribution to the Partners Partner of their interest in the its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership; and (d) all remaining assets of the Partnership shall be distributed distributed: (i) first, to the Corporation, in respect of the Series D Preferred Units, in an amount equal to the aggregate Series D Liquidation Preference for all then outstanding Series D Preferred Units; (ii) second, to the Corporation, in respect of the Series B Preferred Units, in an amount equal to the aggregate Series B Liquidation Preference for all then outstanding Series B Preferred Units; and (iii) thereafter, to the Partners in respect of their Common Units in accordance with Section 4.01 Article IV, in each case by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds. In no event shall a Limited Partner be entitled to exercise any Redemption Rights, and no Redemptions shall be effected, on or after the earlier of the record date for and the effective date of the distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03.

Liquidation and Termination. On dissolution of the PartnershipCompany, the General Partner Manager shall act as liquidator liquidating trustee or may appoint one or more Persons as liquidatorliquidating trustee. The liquidators liquidating trustees shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators liquidating trustees shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidators liquidating trustees are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidating trustees shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators liquidating trustees shall pay, satisfy or discharge from Partnership Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidating trustees may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipCompany (including all expenses incurred in liquidation); and (dc) all remaining assets of the Partnership Company shall be distributed to the Partners Members in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) days after the date of the liquidationliquidation or such other date as reasonably determined by the Manager). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their Capital Contributions, a complete distribution to the Partners Members of their interest in the Partnership Company and all the PartnershipCompany’s property and and, to the fullest extent permitted by law, constitutes a compromise to which all Partners Members have consented within the meaning of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final distributionDistribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the PartnershipPartnership and to each Series A Preferred Unitholder; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision provisions for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership; and; (d) all remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.01 Series A Preferred Unitholders and Common Unitholders, as applicable, by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation) as follows: (i) first, 100% to the Series A Preferred Unitholders pro rata in accordance with their respective Series A Preferred Unit Percentage Interests in redemption of any outstanding Series A Preferred Units in an amount per Series A Preferred Unit equal to the Series A Redemption Price for such Series A Preferred Unit (it being understood that any distributions under this Section 14.02 shall be in cash and not a distribution in-kind as provided by Section 14.03); and (ii) the remainder, if any, 100% to the Common Unitholders pro rata in accordance with their respective Common Unit Percentage Interests. The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidators liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Actthis Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge pay from Partnership fundsfunds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof them (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership); and (dc) all remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with Section 4.01 the positive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the Taxable Year taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to the Partners a Partner in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.02 constitutes a complete return to the Partners Partner of their its Capital Contributions, Contributions and a complete distribution to the Partners Partner of their interest in the its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; ; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; ; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership; and and (d) all remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.01 by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.Capital

Liquidation and Termination. On dissolution of the PartnershipCompany, the General Partner Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice of liquidation described in the Delaware Act to be mailed to each known creditor of and claimant against the PartnershipCompany in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Partnership Company funds, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipCompany; and (d) all remaining assets of the Partnership Company shall be distributed to the Partners Members in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 14.02 14.2 and Section 14.03 14.3 below constitutes a complete return to the Partners Members of their Capital Contributions, a complete distribution to the Partners Members of their interest in the Partnership Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership; and (d) all remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.. In no event shall a Limited Partner be entitled to exercise any Redemption Rights, and no Redemptions shall be effected, on or after the earlier of the record date for and the effective date of the distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03

Liquidation and Termination. On dissolution of the PartnershipCompany, the General Partner Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; ; (b) the liquidators shall cause the notice of liquidation described in the Delaware Act to be mailed to each known creditor of and claimant against the Partnership; Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Partnership Company funds, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipCompany; and and (d) all remaining assets of the Partnership Company shall be distributed to the Partners Members in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their Capital Contributions, a complete distribution to the Partners Members of their interest in the Partnership Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the PartnershipCompany, the General Partner Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice of liquidation described in the Delaware Act to be mailed to each known creditor of and claimant against the PartnershipCompany in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Partnership Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipCompany; and (d) all remaining assets of the Partnership Company shall be distributed to the Partners Members in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their Capital Contributions, a complete distribution to the Partners Members of their interest in the Partnership Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution Upon liquidation of the Partnership, the if any General Partner shall act have a deficit balance in his Capital Account, such General Partner shall contribute to the Partnership such amount as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently be necessary to wind up eliminate such deficit balance in cash by the affairs close of the Partnership's fiscal year in which such liquidation occurs or, if later, within ninety (90) days after such liquidation, and such amount shall be subject to claims of creditors of the Partnership and make final distributions as provided herein and or available for distribution to the other Partners in accordance with the positive balance in the Delaware ActCapital Accounts of such other Partners. The costs As expeditiously as possible but in no event later than one (1) year after the occurrence of liquidation an event of dissolution within the time required under Section 4.4 hereof (provided the Partnership shall be borne as a Partnership expense. Until final distributionnot have been continued pursuant to Section 8.1 hereof), the liquidators liquidating trustee shall continue to operate distribute the assets of the Partnership properties with all in the following order of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): firstpriority: First, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipPartnership to creditors, including Partners, shall be paid or provided for (whether by such reserve as the liquidating trustee shall deem appropriate or otherwise); and (d) all and Second, the cash and other property remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.01 by 4.4 hereof. The liquidating trustee shall have power to establish reserves for the end payment of liabilities and obligations of the Taxable Year during which Partnership, as aforesaid, in such amounts as the liquidation liquidating trustee shall deem appropriate. All saleable assets of the Partnership occurs (ormay be sold in connection with any liquidation at public or private sale and at such price and upon such terms as the liquidating trustee in its sole discretion may deem advisable. Any Partner and any partnership, if later, by ninety (90) days after the date of the liquidation)corporation or other firm in which any Partner is in any way interested may purchase assets at such sale. The distribution of Partnership assets hereunder may be made in cash and/or property to the Partners or in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributionskind, a complete distribution to the Partners of their interest in the Partnership sole and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning absolute discretion of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsliquidating trustee.

Liquidation and Termination. On dissolution of the PartnershipCompany, the General Partner Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidators are as follows:follows:‌ (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice of liquidation described in the Act to be mailed to each known creditor of and claimant against the PartnershipCompany in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Partnership Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipCompany; and (d) all remaining assets of the Partnership Company shall be distributed to the Partners Members in accordance with Section 4.01 4.01(a) by the end of the Taxable Year during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their Capital Contributions, Contributions and a complete distribution to the Partners Members of their interest in the Partnership Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Actproperty. To the extent that a Partner Member returns funds to the PartnershipCompany, it such returning Member has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the PartnershipCompany, the General Partner Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice of liquidation described in the Delaware Act to be mailed to each known creditor of and claimant against the PartnershipCompany in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Partnership Company funds, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipCompany; and (d) all remaining assets of the Partnership Company shall be distributed to the Partners Members in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 14.02 0 and Section 14.03 0 below constitutes a complete return to the Partners Members of their Capital Contributions, a complete distribution to the Partners Members of their interest in the Partnership Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On Upon dissolution of the PartnershipCompany, the General Partner Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice of liquidation described in the Delaware Act to be mailed to each known creditor of and claimant against the PartnershipCompany in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Partnership Company funds, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the PartnershipCompany; and (d) all remaining assets of the Partnership Company shall be distributed to the Partners Members in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their Capital Contributions, a complete distribution to the Partners Members of their interest in the Partnership Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership; and (d) all remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds. In no event shall a Limited Partner be entitled to exercise any Redemption Rights, and no Redemptions shall be effected, on or after the earlier of the record date for and the effective date of the distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03.

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidatorliquidator(s). The liquidators shall liquidator will proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Actherein. The costs of liquidation shall will be borne as a Partnership expense. Until final distribution, the liquidators shall liquidator will continue to operate the Partnership properties with all of the power and authority of the General PartnerPartners. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge liquidator will pay from Partnership funds, funds all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership); and (dc) the Partnership will dispose of all remaining assets of as follows: (i) the liquidator may sell any or all Partnership shall property, and any resulting gain or loss from each sale will be computed and allocated to the Partners pursuant to Section 5.3; and (ii) thereafter, Partnership property will, subject to Section 4.6(d), be distributed to among the Partners in accordance with Section 4.01 5.1(a). All distributions made pursuant to this Section 10.2(c)(ii) will be made by the end of the Taxable Year during which the liquidation of the Partnership occurs such taxable year (or, if later, by within ninety (90) days after the date of the such liquidation). The distribution of cash and/or property . (d) All distributions in kind to the Partners in accordance with will be made subject to the provisions liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds10.2.

Liquidation and Termination. On dissolution of the PartnershipCompany, the General Partner Board shall act as liquidator or may appoint one or more Persons Representatives or Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice of liquidation described in the Delaware Act to be mailed to each known creditor of and claimant against the PartnershipCompany in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Partnership fundsCompany funds (to the extent available therefor) all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision (to the extent the remaining property or assets of the Company can so provide) for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership); and (d) all remaining assets of the Partnership Company shall be distributed to the Partners holders of Units in accordance with Section 4.01 4.1 (a) by the end of the Taxable Year taxable year of the Company during which the liquidation of the Partnership Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Partners a Unitholder in accordance with the provisions of this Section 14.02 12.2 and Section 14.03 12.3 below constitutes a complete return to the Partners Unitholder of their its Capital Contributions, Contributions and a complete distribution to the Partners Unitholder of their its interest in the Partnership Company and all the Partnership’s Company's property and constitutes a compromise to which all Partners Unitholders have consented within the meaning of the Delaware Act. To the extent that a Partner Unitholder returns funds to the PartnershipCompany, it has no claim against any other Partner Unitholder for those funds.

Liquidation and Termination. On Upon dissolution of the Partnership, the General Partner or, if the withdrawal of the General Partner caused the dissolution of the Partnership, a person selected by all of the Limited Partners, shall act as liquidator or may shall appoint one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Partnership and make final distributions distribution as provided herein and in the Delaware Actherein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator, if requested by any Partner, shall cause a proper accounting to be made by a recognized firm of certified public the Partnership's independent accountants of the Partnership’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) The liquidator shall pay all of the liquidators shall cause notice debts and liabilities of liquidation to be mailed to each known creditor of and claimant against the Partnership; Partnership (cincluding all expenses incurred in liquidation) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof therefor (including without limitation the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ). After making payment or provision for all expenses incurred in liquidation; debts and second, all of the debts, liabilities and obligations of the Partnership; and , the Partners' capital accounts shall then be adjusted by (di) assuming the sale of all remaining assets of the Partnership for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of termination of the Partnership, (ii) assuming the distribution of such cash at such time in the percentages required under Section 4.5, and (iii) debiting or crediting each Partner's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as each such capital account would be debited or credited with gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of termination of the Partnership at its fair market value by the appraiser selected in the manner provided above) distribute to the Partners such amounts as are required to pay the positive balances of their respective capital accounts. Such a distribution shall be distributed in cash or in kind as determined by the liquidator. Any distribution to the Partners in accordance with Section 4.01 liquidation of the Partnership shall be made by the later of either the end of the Taxable Year during taxable year in which the liquidation of the Partnership occurs (or, if later, by ninety (90) or 90 days after the date of such liquidation. For purposes of the preceding sentence, the term "liquidation)" shall have the same meaning as set forth in Treasury Regulation Section 1.704-1(b)(2)(ii) as in effect at such time. Each Partner shall have the right to designate another person to receive any property which otherwise would be distributed in kind to that Partner pursuant to this Section 8.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Partner shall be obligated to restore a deficit balance in its capital account at any time. The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 8.2 shall constitute a complete return to the Partners of their Capital Contributions, Contributions and a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsPartnership property.

Liquidation and Termination. On dissolution of the Partnership, the General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidators shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause notice of liquidation to be mailed to each known creditor of and claimant against the Partnership; (c) the liquidators shall pay, satisfy or discharge from Partnership funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Partnership; and (d) all remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.01 Article IV by the end of the Taxable Year during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Partners of their Capital Contributions, a complete distribution to the Partners of their interest in the Partnership and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.