Common use of Liquidation Upon Dissolution Clause in Contracts

Liquidation Upon Dissolution. Upon the dissolution of the Partnership, sole and plenary authority to effectuate the liquidation of the assets of the Partnership shall be vested in the Board of Directors, who shall have full power and authority to sell, assign and encumber any and all of the Partnership’s assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner. The proceeds of liquidation of the assets of the Partnership distributable upon a dissolution and winding up of the Partnership shall be applied in the following order of priority: (a) first, to the creditors of the Partnership, including creditors who are Partners, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Partnership (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) thereafter, to the Partners in accordance with Article VII of this Agreement. If the foregoing distributions to the Partners do not equal the Partners’ respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Profits and Losses (or any items thereof) during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then the allocations of Profits and Losses (or any items thereof) provided for in this Agreement shall be adjusted, including by the filing of amended tax returns to the extent necessary and possible, to the least extent necessary to produce a Capital Account balance for each Partner which corresponds to the amount of the distribution to such Partner.

Liquidation Upon Dissolution. Upon the dissolution of the Partnership, sole and plenary authority to effectuate the liquidation of the assets of the Partnership shall be vested in the Board of Directors, who shall have full power and authority to sell, assign and encumber any and all of the Partnership’s assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner. The proceeds of liquidation of the assets of the Partnership distributable upon a dissolution and winding up of the Partnership shall be applied in the following order of priority: (a) first, to the creditors of the Partnership, including creditors who are Partners, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Partnership (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) thereafter, to the Partners in accordance with Article ‎Article VII of this Agreement. If the foregoing distributions to the Partners do not equal the Partners’ respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Profits and Losses (or any items thereof) during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then the allocations of Profits and Losses (or any items thereof) provided for in this Agreement shall be adjusted, including by the filing of amended tax returns to the extent necessary and possible, to the least extent necessary to produce a Capital Account balance for each Partner which corresponds to the amount of the distribution to such Partner.

Liquidation Upon Dissolution. Upon the dissolution of the PartnershipCompany, sole and plenary authority to effectuate the liquidation of the assets of the Partnership Company shall be vested in the Board of DirectorsBoard, who shall have full power and authority to sell, assign and encumber any and all of the PartnershipCompany’s assets and to wind up and liquidate the affairs of the Partnership Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Partnership Company distributable upon a dissolution and winding up of the Partnership Company shall be applied in the following order of priority: (a) first, to the creditors of the PartnershipCompany, including creditors who are PartnersMembers and Affiliates of Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Partnership Company (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) thereafter, to the Partners Members in accordance with Article VII of this AgreementIX. If the foregoing distributions to the Partners Members do not equal the PartnersMembers’ respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Profits and Losses (or any items thereof) during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then the allocations of Profits and Losses (or any items thereof) provided for in this Agreement shall be adjusted, including by the filing of amended tax returns to the extent necessary and possible, to the least extent necessary to produce a Capital Account balance for each Partner Member which corresponds to the amount of the distribution to such PartnerMember.