Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following: 13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners; 13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and 13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 8 contracts
Sources: Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement (Brookfield Business Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and
(b) to the Partners, subject in proportion to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partnersextent of the positive balances in their respective Capital Accounts; provided, however, that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 7 contracts
Sources: Limited Partnership Agreement (Buckeye Partners, L.P.), Limited Partnership Agreement, Limited Partnership Agreement (Buckeye Partners L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner Liquidator shall act, or cause one or more Persons to act, as liquidate the LiquidatorPartnership. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be approved by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article X) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in shall apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by applicable Laws and the followinglaw:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made (a) to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation payment of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners and the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than General Partner in respect of their distribution rights under any expenses payable pursuant to Section 4.66.5 hereof, shall be discharged; with respect in order of priority provided by law and to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish creation of a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed (b) to the Partners in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)respective Combined Capital Accounts.
Appears in 6 contracts
Sources: Limited Partnership Agreement (Cedar Fair L P), Agreement of Limited Partnership (Cedar Fair L P), Limited Partnership Agreement (Cedar Fair L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partner, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided Provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days respective Capital Accounts after the date of taking into account adjustments to such liquidationCapital Accounts pursuant to Section 5.1(c).
Appears in 5 contracts
Sources: Limited Partnership Agreement (Teppco Partners Lp), Limited Partnership Agreement (Teppco Partners Lp), Limited Partnership Agreement (Teppco Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue then General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has withdrawn from the Partnership or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by a Majority Interest, shall act, or cause one or more Persons to act, as be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (and, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation, or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties obligations of the original Liquidator) shall shall, within 30 thirty days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article 12, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order and priority, to the maximum extent permitted by law:
12.2.1. First, to pay the costs and expenses of the Partnerswinding up, subject liquidation and termination of the Partnership;
12.2.2. Then, to applicable Laws and creditors of the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made Partnership (including Interest Holders to the other Partners; the Liquidator may distribute the Assets, extent permitted by law) in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation satisfaction of the Assets Company's known debts and liabilities (whether by payment or the making of provision for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partnersknown amount thereof);
13.3.212.2.3. Then, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, including amounts owed to provided that at the expiration of such period of time as the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payablemay deem advisable, the Liquidator shall either settle balance of such claim for reserves remaining after the payment of such amount as it thinks appropriate contingencies or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve liabilities shall be distributed as additional liquidation proceeds; andhereinafter provided;
13.3.312.2.4. all property Then, to the Interest Holders, in proportion to, and all cash to the extent of, the positive balances in excess their respective Capital Accounts adjusted pursuant to Article 6 to reflect (i) their respective distributive shares of that required to discharge liabilities the income, gain, loss, and deduction of the Partnership pursuant for the taxable year of the Partnership in which the distribution in liquidation occurs up through and including the date of distribution and (ii) all distributions made to Section 13.3.2 shall be distributed the Interest Holders during such taxable year up to but not including such date.
12.2.5. The balance, if any, to the Partners in accordance with proportion to their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the respective Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 5 contracts
Sources: Limited Partnership Agreement (Eme Homer City Generation Lp), Limited Partnership Agreement (Eme Homer City Generation Lp), Limited Partnership Agreement (Eme Homer City Generation Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least a majority of the Outstanding Common Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Common Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by the holders of at least a majority of the members of the Independent CommitteeOutstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all cash in excess Capital Account adjustments (other than those made by reason of that required to discharge liabilities this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date of such occurrence being determined pursuant to Treasury Regulation Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such 1.704-1(b)(2)(ii)(g)); and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 3 contracts
Sources: Limited Partnership Agreement (Ferrellgas Partners Finance Corp), Limited Partnership Agreement (Ferrellgas L P), Limited Partnership Agreement (Ferrellgas Partners Finance Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date chosen by the Liquidator. Such of such occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g));and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 3 contracts
Sources: Limited Partnership Agreement (Ferrellgas Finance Corp), Limited Partnership Agreement (Ferrellgas Partners L P), Limited Partnership Agreement (Ferrellgas Partners Finance Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Preferred Unitholders in priority to the other Partners, up to the amount of the liquidation entitlement of the Preferred Units as set out in Schedule A, and any remaining amount available for distribution will be distributed to the Partners in accordance with their Percentage Interests Interests, in each case as of the date chosen by the Liquidator. In the event that the property and cash to be distributed to the Preferred Unitholders on the liquidation of the Partnership is not sufficient to pay the full amount of the liquidation entitlement of the Preferred Units as set out in Schedule A for each Preferred Unit then Outstanding, the amount available for distribution shall be paid to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding). Such distribution distributions shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 3 contracts
Sources: Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
13.3.1. 13.3.1 the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. 13.3.2 liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.64.3, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. 13.3.3 all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Preferred Unitholders in priority to the other Partners, up to the amount of the liquidation entitlement of the Preferred Units as set out in Schedule A, and any remaining amount available for distribution will be distributed to the Partners in accordance with their Percentage Interests Interests, in each case as of the date chosen by the Liquidator. In the event that the property and cash to be distributed to the Preferred Unitholders on the liquidiation of the Partnership is not sufficient to pay the full amount of the liquidation entitlement of the Preferred Units as set out in Schedule A for each Preferred Unit then Outstanding, the amount available for distribution shall be paid to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding). Such distribution distributions shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 3 contracts
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon Majority Interest upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and
(b) to the Partners, subject in proportion to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partnersextent of the positive balances in their respective Capital Accounts; provided, however, that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Buckeye Partners L P), Limited Partnership Agreement (Buckeye Partners L P), Limited Partnership Agreement (Buckeye Partners L P)
Liquidation. (a) Upon the dissolution of the PartnershipCompany, unless the Partnership is continued under an election to reconstitute and continue the Partnership Company is made pursuant to Section 13.2.213.2, the General Partner RPH shall act, or cause one or more Persons to act, serve as the liquidator (“Liquidator. The Liquidator (if other than the General Partner”) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and Company.
(if other than the General Partnerb) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal dissolution or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority the Members holding 70% of the members of the Independent CommitteeAs-Converted Percentage Interests. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner Management Committee under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and .
(d) Except as otherwise wind up its affairs provided in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of this Article XIII (including Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable13.5 below), the Liquidator shall either settle liquidate the assets of the Company, and, after making all allocations and distributions otherwise required by this Agreement, shall apply and distribute the net proceeds of such claim liquidation in the following order of priority:
(i) to the creditors of the Company, including Members, in the order of priority provided by applicable law; and
(ii) then, the remaining balance of the liquidation proceeds, if any, to the Members in accordance with their respective positive Capital Account balances, after taking into account all allocations of Profit, Loss and other items of income, gain, loss and deduction, and distributions for all periods, including prior distributions made pursuant to this Article XIII, provided that liquidating distributions shall be made in the same manner as distributions under Section 6.1 if such distributions would result in the Members receiving a different amount as it thinks appropriate or establish than would have been received pursuant to a liquidating distribution based on Capital Account balances; provided, however, that, notwithstanding anything in this Article XIII to the contrary, the Liquidator may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash Company for contingent liabilities in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Consolidated Container Co LLC), Limited Liability Company Agreement (Consolidated Container Co LLC), Limited Liability Company Agreement (Dean Foods Co)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.212.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by the Limited Partner shall act, or cause one or more Persons to act, as be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLimited Partner. Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article XIV) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and
(b) in accordance with their respective Percentage Interests; provided, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kindhowever, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Buckeye GP Holdings L.P.), Limited Partnership Agreement (Buckeye Partners L P), Limited Partnership Agreement (Buckeye GP Holdings L.P.)
Liquidation. Upon dissolution of the Partnership, unless the General Partner, or, in the event the General Partner has been dissolved or removed or has withdrawn from the Partnership, or the Partnership is continued under an election to reconstitute and continue the Partnership has been dissolved pursuant to Section 13.2.215.01(a)(i), 15.01(a)(ii) or 15.01(a)(v), a liquidator or liquidating committee approved by a Majority Approval shall be the General Partner shall act, or cause one or more Persons to act, as the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Approval. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Approval. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall within 30 60 days thereafter be approved by a majority Majority Approval. If a Liquidating Trustee is not selected and qualified within the time periods set forth in this Section 15.02, any Limited Partner or Unitholder may apply to any court of competent jurisdiction for the winding up of the members Partnership and, if appropriate, the appointment of the Independent Committeea Liquidating Trustee. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions thereof, and every reference herein to the Liquidating Trustee shall be deemed to refer also to any such successor or substitute Liquidator approved liquidator appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 15, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) ), regardless of whether the Liquidating Trustee is the General Partner, to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator Liquidating Trustee shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners, in order of priority provided by law, and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount, if any, determined by the Liquidating Trustee in its sole judgment to Section 13.3.2 shall be appropriate for such purposes;
(b) to the Partners (other than the Assignor Limited Partner) and Unitholders with positive balances in their Capital Accounts (after crediting or charging thereto the appropriate portion of Net Income and Net Loss in accordance with Article 5 and after giving effect to all amounts distributed or to be distributed to the such Partners in accordance and Unitholders with their Percentage Interests as respect to all calendar quarters of the date chosen by Partnership prior to the Liquidator. Such distribution shall be made by the end of the taxable year quarter in which the liquidation of the Partnership occurs occurs) an amount equal to the sum of all such positive balances, such Distribution to be made in proportion to the positive amounts in such Capital Accounts; and
(or, if later, within 90 days after c) to the date of such liquidation)Partners (other than the Assignor Limited Partner) and Unitholders in accordance with their Percentage Interests.
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Alliance Capital Management Holding Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market valueMarket Value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.4 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3 to the Partners holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 16.3.3.3, will be calculated using Redemption-Exchange Units only), the aggregate amount of distributions previously deferred pursuant to Section 5.2.3.1 and not previously recovered; and
16.3.3.4 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.4.1 first, 100% to BBP until BBP has received pursuant to this Section 16.3.
3.4.1 an amount equal to the excess of (1) the amount of BBP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BBP pursuant to Section 5.2.2.1;
16.3.3.4.2 second, 100% to the Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and Managing General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and Managing General Partner Unit is equal to zero;
16.3.3.4.3 third, to the extent that Incentive Distribution Amounts have been deferred in previous Quarters, 100% to the Special Limited Partner until an amount equal to the aggregate of all Incentive Distribution Amounts accrued in previous Quarters;
16.3.3.4.4 fourth, to all Partners pro rata in proportion to their respective Percentage Interest, the Regular Quarterly Distribution Amount per each Partnership Interest held by the applicable Partner;
Appears in 2 contracts
Sources: Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement (Brookfield Business Partners L.P.)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall actbe the liquidator (the "Liquidator"), or cause one or more Persons to act, unless and until a successor Liquidator is ---------- appointed as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the holders of a majority Majority in Interest. Within 30 days following the occurrence of the members any Event of the Independent Committee. Upon dissolution, removal or resignation of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by the holders of a Majority in Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall receive as compensation for its services (i) if the Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not the General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as the holders of a Majority in Interest may approve.
(b) If the Partnership is dissolved pursuant to Section 13.1(c), the Liquidator shall establish reasonable rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 13.2. Pending such election, the Liquidator shall continue to operate the Partnership's business in the ordinary course with a view to conserving the Partnership's assets. If no Successor General Partner is admitted to the Partnership pursuant to Section 13.2 within the time period specified therein, the Liquidator shall proceed to dispose with the liquidation of the AssetsPartnership's assets as provided in Section 13.3(c).
(c) The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, discharge unless otherwise required by mandatory provisions of applicable law:
(i) First, to the payment of the Partnership's debts and obligations to its liabilitiescreditors, including sales commissions and otherwise wind up its affairs other expenses incident to any sale of the assets of the Partnership.
(ii) Second, to the establishment of and additions to such reserves as the Liquidator may deem necessary or appropriate.
(iii) Third, to the Partners, in accordance with Section 4.1 and the balances set forth in the Capital Accounts of the Partners at such manner and time. The reserves established pursuant to subparagraph (ii) shall 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 determines to be in the best interest of the Partnersdeems advisable, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve reserves shall be distributed as additional liquidation proceeds; and
13.3.3in the priorities set forth in this Section 13.3(c). all property The parties intend that the Distributions under this Section 13.3(c) be in compliance with the provisions of Treasury Regulation Section 1.704- 1(b)(2)(ii)(b)(2), and all cash this Section 13.3(c) shall always be interpreted in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance a manner consistent with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)provisions.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Anthony Crane Sales & Leasing Lp), Limited Partnership Agreement (Anthony Crane Holdings Capital Corp)
Liquidation. Upon dissolution of the Partnership, unless the General Partner, or, in the event the General Partner has been dissolved or removed or has withdrawn from the Partnership, or the Partnership is continued under an election to reconstitute and continue the Partnership has been dissolved pursuant to Section 13.2.215.01(a)(i), 15.01(a)(ii) or 15.01(a)(v), a liquidator or liquidating committee approved by a Majority Approval shall be the General Partner shall act, or cause one or more Persons to act, as the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Approval. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 30 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Approval. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall within 30 60 days thereafter be approved by a majority Majority Approval. If a Liquidating Trustee is not selected and qualified within the time periods set forth in this Section 15.02, any Limited Partner may apply to any court of competent jurisdiction for the winding up of the members Partnership and, if appropriate, the appointment of the Independent Committeea Liquidating Trustee. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions thereof, and every reference herein to the Liquidating Trustee shall be deemed to refer also to any such successor or substitute Liquidator approved liquidator appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 15, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) ), regardless of whether the Liquidating Trustee is the General Partner, to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator Liquidating Trustee shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners, in order of priority provided by law, and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets of the Partnership for contingent liabilities in an amount, if any, determined by the Liquidating Trustee in its sole judgment to provide be appropriate for its payment; when paid, any unused such purposes;
(b) to the Partners with positive balances in their Capital Accounts (after crediting or charging thereto the appropriate portion of the reserve shall Net Income, Net Loss and Depreciation in accordance with Article 5 and after giving effect to all amounts distributed or to be distributed as additional to such Partners with respect to all calendar quarters of the Partnership prior to the quarter in which the liquidation proceedsof the Partnership occurs) an amount equal to the sum of all such positive balances, such Distribution to be made in proportion to the positive amounts in such Capital Accounts; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed (c) to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Alliance Capital Management Holding Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or has withdrawn from the Partnership, a liquidator or liquidating committee selected by the mutual agreement of the other Partners shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) to the extent necessary or desirable in the good faith judgment judgement of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation, in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners, in order of priority provided by law; and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount, if any, determined by the Liquidator to Section 13.3.2 shall be distributed the appropriate for such purposes;
(b) to the Partners in proportion to the positive balances in their respective Capital Accounts; provided, however, that prior to such distribution, the Capital Accounts shall have been adjusted to reflect the allocations of Profits and Losses set forth in Article V hereof prior to such distribution; and thereafter
(c) to the parties in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 2 contracts
Sources: Amendment No. 7 to the Amended and Restated Agreement of Limited Partnership (Merry Maids Limited Partnership), Agreement of Limited Partnership (ServiceMaster Consumer Services Limited Partnership)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall actbe the liquidator (the "Liquidator"), or cause one or more Persons to act, unless and until a successor Liquidator is ---------- appointed as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the holders of a majority of the members Common Units. Within 30 days following the occurrence of the Independent Committee. Upon dissolution, removal or resignation any Event of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by the holders of a majority of the Class A Common Units. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall proceed to dispose receive as compensation for its services (i) if the Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not the General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as the holders of a majority of the AssetsClass A Common Units may approve.
(b) If the Partnership is dissolved pursuant to Section 13.1(c), discharge the Liquidator shall establish reasonable rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 13.2. Pending such election, the Liquidator shall continue to operate the Partnership's business in the ordinary course with a view to conserving the Partnership's assets. If no Successor General Partner is admitted to the Partnership pursuant to Section 13.2 within the time period specified therein, the Liquidator shall proceed with the liquidation of the Partnership's assets as provided in Section 13.3(c).
(c) The Liquidator shall 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 applicable law:
(i) First, to the payment of the Partnership's debts and obligations to its liabilitiescreditors, including sales commissions and otherwise wind up its affairs other expenses incident to any sale of the assets of the Partnership.
(ii) Second, to the establishment of and additions to such reserves as the Liquidator may deem necessary or appropriate.
(iii) Third, to the Partners, in accordance with Section 4.1 and the balances set forth in the Capital Accounts of the Partners at such manner and time. The reserves established pursuant to subparagraph (ii) shall 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 determines to be in the best interest of the Partnersdeems advisable, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve reserves shall be distributed as additional liquidation proceeds; and
13.3.3in the priorities set forth in this Section 13.3(c). all property The parties intend that the Distributions under this Section 13.3(c) be in compliance with the provisions of Treasury Regulation Section 1.704- 1(b)(2)(ii)(b)(2), and all cash this Section 13.3(c) shall always be interpreted in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance a manner consistent with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)provisions.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Anthony Crane Sales & Leasing Lp), Limited Partnership Agreement (Anthony Crane Holdings Capital Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, -65- 74 the General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by a majority of the Outstanding Units, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date chosen by the Liquidator. Such of such occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)); and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Kinder Morgan Energy Partners L P), Limited Partnership Agreement (Kinder Morgan Energy Partners L P)
Liquidation. (a) Upon dissolution of the Partnership, the General Partner, or in the event the General Partner has been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.213.1(b), a liquidator or liquidating committee selected by a Majority Interest of the General Partner Limited Partners, shall act, or cause one or more Persons to act, as be the “Liquidator. .” The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority Majority Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and duties of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved selected by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer Table of Contents also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, As promptly as possible after dissolution and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableagain after final liquidation, the Liquidator shall either settle cause a proper accounting to be made by the Accountant 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) Except as set forth in paragraph (e), the Liquidator will sell or otherwise dispose of all Partnership assets, and any resulting gain or loss from such claim for such amount as it thinks appropriate or establish a reserve of cash sales or other assets to provide for its payment; when paid, any unused portion of the reserve shall dispositions will be distributed as additional liquidation proceeds; and
13.3.3. all property computed and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed allocated to the Partners in accordance with their Percentage Interests as Section 5.1.
(c) The Liquidator shall pay from Partnership funds all of the date chosen by debts and liabilities of the Liquidator. Such distribution Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine).
(d) All remaining assets of the Partnership shall be made by applied, in the end following order of priority:
(i) first, to the payment to creditors of the taxable year Partnership, including Partners, in which order of priority provided by law; and
(ii) second, to the Partners, in proportion to and to the extent of the remaining positive balances in their respective Capital Accounts (determined after allocating all Net Income, Net Loss, Simulated Gain, Simulated Loss, Simulated Depletion and other items of income, gain, loss and deduction through the date of distribution).
(e) Upon liquidation of the Partnership occurs (orPartnership, if laterany Partner may elect to receive an in kind distribution of Units with a Net Agreed Value equal to the balance of such Partner’s Capital Account at the time of distribution, within 90 days determined after allocating all Net Income, Net Loss, Simulated Gain, Simulated Loss, Simulated Depletion and other items of income, gain, loss and deduction through the date of distribution. Any assets distributed in kind shall be deemed sold by the Partnership immediately prior to their distribution for their fair market value at such liquidationtime, and any resulting income, gain, or loss shall be allocated to the Partner electing to receive a distribution in kind as set forth in Section 5.1(b).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Ensource Energy Income Fund LP), Limited Partnership Agreement (Ensource Energy Income Fund LP)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 12.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date chosen by the Liquidator. Such of such occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g));and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Ferrellgas Partners Finance Corp), Limited Partnership Agreement (Ferrellgas Finance Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2 of this Agreement, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1 of this Agreement, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the AssetsPartnership and apply and distribute the proceeds of liquidation in the following order of priority, discharge its liabilitiesunless otherwise required by mandatory provisions of applicable law:
(a) to the payment of the expenses of the terminating transactions including brokerage commissions, legal fees, accounting fees, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partnersclosing costs;
(b) next, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution payment and discharge of all or some of the Assets would be impractical or would cause undue loss Partnership’s debts and liabilities to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed Partners, in order of priority provided by law; and
(c) the balance, if any, to the Liquidator Partners or their lawful assignees in accordance with the positive balances in their Capital Accounts as compensation for serving provided in such capacity (subject to Section 1.704-1(b)(2)(ii)(b)(2) of the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6Regulations, shall be discharged; with respect to any liability provided however, that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Safeway Stores 42, Inc.), Limited Partnership Agreement (Safeway Stores 42, Inc.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least a majority of the Outstanding Voting Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Voting Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the thc Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed to and apply and distribute the Liquidator as compensation for serving proceeds of such liquidation in such capacity the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(subject to the terms of Section 13.3a) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableFirst, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish payment to creditors of the Partnership, including, without limitation, Partners who are creditors, in the order of priority provided by law; and the creation of a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) Second, to all property and all cash Partners in excess of that required accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to discharge liabilities of the Partnership such Capital Accounts pursuant to Section 13.3.2 shall be distributed 5.1(c); and
(c) Third, to the all Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)respective partnership interests.
Appears in 2 contracts
Sources: Limited Partnership Agreement (El Paso Corp/De), Limited Partnership Agreement (El Paso Energy Partners Lp)
Liquidation. Upon 17.1 If the Partnership is dissolved and no election to continue is made, (i) the General Partner(s), or (ii) in the event of a dissolution in accordance with Section 16.1(e) hereof, a liquidator elected by vote of the General and Limited Partners in accordance with Section 13.1(d) hereof or (iii) the liquidating trustee appointed pursuant to Section 17.2 hereof shall immediately commence to wind up the Partnership affairs and to liquidate the assets of the Partnership in an orderly and businesslike manner so as not to involve undue sacrifice. The General Partner(s) (or liquidator or liquidating trustee) shall have full right and unlimited discretion to determine the time, manner and terms of any sales of Partnership property pursuant to such liquidation, having due regard to the activity and condition of the relevant market and general financial and economic conditions. The Partners shall continue to share profits and losses during liquidation in the same manner as before dissolution, and the proceeds of liquidation, including each Partner’s proportionate share of the face value of any purchase money mortgage received upon the sale of Partnership property, shall be applied and distributed in the following order of priority:
(i) To the payment of debts and liabilities of the Partnership (other than any loans or advances that may have been made by any of the Partners to the Partnership) and the expenses of liquidation.
(ii) To the setting up of any Reserves which the General Partner (or liquidator or liquidating trustee) may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, unless arising out of or in connection with the Partnership is continued under Partnership. Such Reserves shall be paid over to an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, escrowee designated by the General Partner shall act, Partners (or cause one liquidator or more Persons liquidating trustee) to act, as be held by him for the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive purpose of disbursing such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting reserves in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent payment of any of the parties heretoaforementioned contingencies, all and, at the expiration of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines General Partners (or liquidator or liquidating trustee) shall deem advisable, to be distribute the balance thereafter remaining in the best interest manner hereinafter provided.
(iii) To the repayment of any loans or advances that may have been made by any of the Partners, subject Partners to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, but if the amount available for such repayment shall be insufficient, then pro rata on account thereof.
(iv) Any balance then remaining, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to face amount of any note secured by a purchase money mortgage received by the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6Partnership, shall be discharged; with respect distributed first to the Limited Partners to reduce to zero any liability that is contingent, conditional or unmatured or is otherwise not yet due and payablepositive balance then existing in the capital accounts of the Limited Partners in the ratio which the capital account of each Limited Partner bears to the total capital accounts of all Limited Partners.
(v) After the capital accounts of the Limited Partners have been reduced to zero, the Liquidator balance then remaining shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall next be distributed as additional liquidation proceeds; andto the General Partners to reduce any positive balance then existing in the General Partners’ capital account to zero in the ratio which the capital account of each General Partner bears to the total capital accounts of all General Partners.
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 (vi) Any balance then remaining shall be distributed to Partners or Record Holders based upon each Partner’s or Record Holder’s Participating Percentage in the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Partnership.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Reeves Telecom LTD Partnership), Partnership Agreement (Reeves Telecom LTD Partnership)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3 to the Partners holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 16.3.3.3, will be calculated using Redemption-Exchange Units only), the aggregate amount of distributions previously deferred pursuant to Section 5.2.3.2 and not previously recovered; and
16.3.3.4 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.4.1 first, 100% to BPY until BPY has received pursuant to this Section 16.3.
3.4.1 an amount equal to the excess of (1) the amount of BPY’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BPY pursuant to Section 5.2.2.1;
16.3.3.4.2 second, 100% to the General Partner until the General Partner has received pursuant to this Section 16.3.3.4.2 an amount equal to the fair market value of the Equity Enhancement Distribution as determined in good faith by a third party independent valuator engaged by the General Partner; provided that, such third party independent valuator shall be a nationally recognized investment banking, accounting or valuation firm which is independent of the General Partner; provided further that, such amount shall not exceed 2.5 times the aggregate Equity Enhancement Distribution payments made to the General Partner during the immediately prior 24 months;
16.3.3.4.3 third, 100% to the Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and General Partner Unit is equal to zero;
16.3.3.4.4 fourth, 100% to the Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.3.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Brookfield Property Partners L.P.), Limited Partnership Agreement (Brookfield Property Partners L.P.)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes;
(b) to all Partners in accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to such Capital Accounts pursuant to Section 5.1(c); and
13.3.3. (c) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Enbridge Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.64.3, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 13.1 or has withdrawn from the Partnership, a liquidator or liquidating committee selected by the mutual agreement of the other Partners shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent CommitteeLimited Partner. If The Liquidator shall (if other than the General Partner is acting as the Liquidator, it shall not Partner) be entitled to receive any additional such compensation for acting in such capacityits services as may be approved by the Limited Partner. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved given by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) and to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out Liquidator, the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners, in order of priority provided by law; and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount, if any, determined by the Liquidator to Section 13.3.2 the appropriate Person for such purposes;
(b) to the Partners in proportion to the positive balances in their respective Capital Accounts; provided, however, that prior to such distribution, the Capital Accounts shall be distributed have been adjusted to reflect the allocations set forth in Article V prior to such distribution; and thereafter
(c) to the Partners in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Merry Maids Limited Partnership), Agreement of Limited Partnership (ServiceMaster Consumer Services Limited Partnership)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue Section 13.2 of this Agreement, a Person selected by all of the Partnership pursuant to Section 13.2.2, Partners shall be the General Partner shall act, or cause one or more Persons to act, as liquidator (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority all of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. Partners.
(b) The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority all of the members of the Independent CommitteePartners. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority all of the members of the Independent CommitteePartners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner Partners under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. Partnership.
(d) The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(i) to the payment of the Partnersexpenses of the terminating transactions including, subject to applicable Laws without limitation, brokerage commissions, legal fees, accounting fees and the following:closing costs;
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made (ii) to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss payment to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed Partners, in order of priority provided by law; and
(iii) to the Liquidator as compensation for serving Partners and assignees in such capacity (subject accordance with the manner in which proceeds from a Capital Event are distributed pursuant to the terms of Section 13.36.1(b) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6hereof; provided, shall be discharged; with respect to any liability however, that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 2 contracts
Sources: Distribution and Contribution Agreement (Interstate Hotels & Resorts Inc), Distribution and Contribution Agreement (Interstate Hotels & Resorts Inc)
Liquidation. (a) Upon dissolution of the PartnershipCompany, unless a Person selected by the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner Executive Committee shall act, or cause one or more Persons to act, serve as the liquidator (the “Liquidator. The Liquidator (if other than the General Partner”) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and Company.
(if other than the General Partnerb) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Executive Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including the limitations set forth in Section 7.3) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. .
(d) The Liquidator shall proceed to dispose Liquidator, with the approval of the AssetsExecutive Committee, discharge its liabilitiesshall liquidate the assets of the Company, and, after making all allocations and distributions otherwise wind up its affairs required by this Agreement and approved by the Executive Committee, shall apply and distribute the net proceeds of such liquidation in such the following order of priority:
(i) to the creditors of the Company, including Members, in the order of priority provided by applicable law; and
(ii) to the Members in the same manner and over such period order of priority as the Liquidator determines to be in the best interest of the Partnersprovided for distributions under Section 6.1; provided, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kindhowever, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash Company for contingent liabilities in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Executive Committee to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (New Home Co LLC), Limited Liability Company Agreement (New Home Co LLC)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner, or if the General Partner has withdrawn in breach of this Agreement or been dissolved or removed a liquidator or liquidating committee selected by the Limited Partner shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLiquidator. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement hereof (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed to and shall apply and distribute the Liquidator as compensation for serving in proceeds of such capacity (subject to the terms liquidation, unless otherwise required by mandatory provisions of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6applicable law, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in during which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation):
(a) first to the payment to creditors of the Partnership, including Partners, in order of priority provided by law; and
(b) then to the Partners, in proportion to and to the extent of the positive balances in their respective Capital Accounts; provided that the Liquidator may place in escrow a reserve of cash or other assets of the Partnership for contingent liabilities in such amount determined by the Liquidator to be appropriate. If the General Partner’s Capital Account has a deficit balance (after giving effect to all Capital Contributions, distributions and allocations for all taxable years, including the year in which the liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero at such time and in such manner as to comply with the Allocation Regulations.
Appears in 2 contracts
Sources: Limited Partnership Agreement (C&G Investments, LLC), Limited Partnership Agreement (C&G Investments, LLC)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner a liquidator or liquidating committee selected by a Majority Interest shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ fifteen (15) days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLiquidator. Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) hereof to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and shall apply and distribute the proceeds of such liquidation, unless otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest required by mandatory provisions of the Partnersapplicable law, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made (a) first to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss payment to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed Partners in their capacity as creditors, in order of priority provided by law, (b) then to the Liquidator as compensation for serving Partners, in such capacity (subject proportion to the terms number of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen Units owned by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)each Partner.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Central Precast Concrete, Inc,), Limited Partnership Agreement (Central Precast Concrete, Inc,)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2⁄3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2⁄3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2⁄3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2⁄3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. .
(b) The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed 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) to the Liquidator as compensation for serving payment to creditors of the Partnership, including, without limitation, Partners who are creditors, in such capacity the order of priority provided by law;
(subject ii) to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes;
(iii) to all Partners in accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to such Capital Accounts pursuant to Section 5.1(c); and
13.3.3. (iv) to all property Partners in accordance with their respective Percentage Interests.
(c) Notwithstanding anything to the contrary set forth in this Agreement, the holders of Series 1 Preferred Units, Class D Units, Class E Units and all cash Incentive Distribution Units shall have the rights, preferences and privileges set forth in excess of that required to discharge liabilities Section 4.13(m), Section 4.15(l), Section 4.17(l) and Section 5.14(b), respectively, upon dissolution and liquidation of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)this Article XIV.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)., all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section
Appears in 1 contract
Sources: Limited Partnership Agreement
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. .
(b) The Liquidator shall proceed to dispose liquidate the assets of the AssetsPartnership and apply and distribute the proceeds of liquidation in the following order of priority, discharge its liabilitiesunless otherwise required by mandatory provisions of applicable law:
(i) To the payment of the expenses of the terminating transactions including brokerage commissions, legal fees, accounting fees, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partnersclosing costs;
(ii) Next, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution payment and discharge of all or some of the Assets would be impractical or would cause undue loss Partnership’s debts and liabilities to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts liabilities and obligations owed to the Liquidator as compensation Partners other than for serving distributions, in such capacity (subject to the terms order of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceedspriority provided by law; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed (iii) The balance, if any, to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidationSections 4.2(a) and 4.2(b).
Appears in 1 contract
Sources: Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, has become bankrupt as set forth in Section 13.1 or has withdrawn from the Partnership, a liquidator or liquidating committee approved by holders of at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority holders of at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority holders of at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority holders of at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days respective Capital Accounts after the date of taking into account adjustments to such liquidation)Capital Accounts pursuant to Section 5.1.
Appears in 1 contract
Sources: Limited Partnership Agreement (Terra Nitrogen Co L P /De)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the “Liquidator”). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to and apply and distribute the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date proceeds of such liquidation).liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
13.3.1. 16.3.1 the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. 16.3.2 liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made 16.3.3 by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 only if there are no Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.3.1 first, 100% to BIP until BIP has received pursuant to this Section 16.3.3.3.1 an amount equal to the excess of (1) the amount of BIP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BIP pursuant to Section 5.2.2.1;
16.3.3.3.2 second, 100% to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 16.3.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon Majority Interest upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (a) to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation creditors of the Partnership occurs (or, if later, within 90 days after the date of such liquidationincluding Partners).; and
Appears in 1 contract
Sources: Limited Partnership Agreement (Buckeye Partners L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, has become bankrupt as set forth in Section 12.1 or has withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partners, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days respective Capital Accounts after the date of taking into account adjustments to such liquidation)Capital Accounts pursuant to Section 5.1.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Terra Nitrogen Co L P /De)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.212.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by the Limited Partner shall act, or cause one or more Persons to act, as be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLimited Partner. Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article XIV) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and
(b) in accordance with their respective Percentage Interests; provided, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kindhowever, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Sources: Limited Partnership Agreement (Buckeye Partners L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator ▇▇▇▇▇▇▇▇▇▇ (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)., all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section
Appears in 1 contract
Sources: Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66⅔% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66⅔% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66⅔% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66⅔% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes;
(b) to all Partners in accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to such Capital Accounts pursuant to Section 5.1(c); and
13.3.3. (c) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.214.2, the General Partner or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or withdrawn from the Partnership, a liquidator or liquidating committee selected by a Majority Interest, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ fifteen days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Partnership, other than Partners, in order of priority provided by law;
(b) pro rata payment to Partners for loans made by them to the Liquidator as compensation for serving in Partnership;
(c) to holders of LP Units entitling such capacity (subject holders to preferential distributions and returns of investment, according to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6thereof, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise but not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed any such holder's Capital Account at such time;
(d) to the Partners in accordance with proportion to their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year respective balances in which the liquidation of the Partnership occurs (ortheir Capital Accounts, if later, within 90 days after the date but not in excess of such liquidation)balances; and then
(e) to the Partners according to their respective Percentage Interests.
Appears in 1 contract
Sources: Limited Partnership Agreement (Centex Development Co Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least a majority of the Outstanding Voting Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Voting Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by at least a majority of the members of the Independent CommitteeOutstanding Voting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed to and apply and distribute the Liquidator as compensation for serving proceeds of such liquidation in such capacity the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(subject to the terms of Section 13.3a) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableFirst, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish payment to creditors of the Partnership, including, without limitation, Partners who are creditors, in the order of priority provided by law; and the creation of a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) Second, to all property and all cash Partners in excess of that required accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to discharge liabilities of the Partnership such Capital Accounts pursuant to Section 13.3.2 shall be distributed 5.1(d); and
(c) Third, to the all Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)respective partnership interests.
Appears in 1 contract
Sources: Limited Partnership Agreement (Gulfterra Energy Partners L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner, or, in the event the General Partner has been dissolved or removed or withdrawn from the Partnership, a liquidator or liquidating committee selected by the mutual agreement of the other Partners, shall act, be the Liquidator. If the General Partner or cause one any liquidator or more Persons to act, liquidating committee is acting as the Liquidator, that party shall give a notice from the Partnership as described in Section 8(c) of the Exchange Rights Agreement. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeClass A Limited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeClass A Limited Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provision of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners, in order of priority provided by law; and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be appropriate for such purposes;
(b) to the Partners to the extent of the positive balances in their respective Capital Accounts; provided, however, that prior to such distribution, the Capital Accounts shall be distributed have been adjusted to reflect the allocations of Net Income Before Taxes and Cost Recovery Deductions, Net Loss Before Taxes and Cost Recovery Deductions, Taxes and Cost Recovery Deductions as additional liquidation proceedsset forth in Article V prior to such distribution; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed (c) 1% with respect to the Partners in accordance General Partner Partnership Interest and 99% with their Percentage Interests as of respect to the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Class A Limited Partner Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 1 contract
Sources: Limited Partnership Agreement (ServiceMaster Consumer Services Limited Partnership)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2 hereof, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least 66 2/3% of the outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority the holders of at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityoutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent Committeeoutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority the holders of at least 66 2/3% of the members of the Independent Committeeoutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b) hereof) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners who are creditors, in order of priority provided by law; and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property Partners and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Special Limited Partners in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days respective Capital Accounts after the date of taking into account adjustments to such liquidation)Capital Accounts pursuant to Section 5.1(c) hereof.
Appears in 1 contract
Sources: Limited Partnership Agreement (Plum Creek Timber Co L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 only if there are no Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.4 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3 only if there are no Preferred Units Outstanding, to the Partners holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 16.3.3.3, will be calculated using Redemption-Exchange Units only), the aggregate amount of distributions previously deferred pursuant to Section 5.2.3.2 and not previously recovered; and
16.3.3.4 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.4.1 first, 100% to BPY until BPY has received pursuant to this Section 16.3.
3.4.1 an amount equal to the excess of (1) the amount of BPY’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BPY pursuant to Section 5.2.2.1;
16.3.3.4.2 second, 100% to the Special Limited Partner until the Special Limited Partner has received pursuant to this Section 16.3.3.4.2 an amount equal to the fair market value of the Equity Enhancement Distribution as determined in good faith by a third party independent valuator engaged by the Managing General Partner; provided that, such third party independent valuator shall be a nationally recognized investment banking, accounting or valuation firm which is independent of the Managing General Partner; provided further that, such amount shall not exceed 2.5 times the aggregate Equity Enhancement Distribution payments made to the Special Limited Partner during the immediately prior 24 months;
16.3.3.4.3 third, 100% to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units Outstanding) until there has been distributed pursuant to this Section 16.3.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Property Partners L.P.)
Liquidation. Upon dissolution of the PartnershipCompany, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall actRRI, or cause one if RRI has withdrawn or more Persons to actbecome bankrupt as defined in Section 14.2, as JHSC or a Person or liquidating committee selected by JHSC, shall be the Liquidator. The Liquidator (if other than the General PartnerRRI) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityJHSC. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeJHSC. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeJHSC. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLiquidator. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner RRI under the terms of this Agreement hereof (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinCompany. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesCompany, and shall apply and distribute the proceeds of such liquidation, unless otherwise wind up its affairs in such manner and over such period as required by mandatory provisions of applicable law, first, to the Liquidator determines payment to be in the best interest creditors of the PartnersCompany, subject to applicable Laws including Members, in order of priority provided by law and then, following the following:
13.3.1. the Assets may be disposed allocation of by public or private sale or by distribution Company income gain, loss and deduction as provided in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kindSection 7.1, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other PartnersMembers, in proportion to and to the extent of the positive balances in their respective Capital Accounts as adjusted to reflect the allocations provided in Section 7.1; provided that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash Company for contingent liabilities in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen such amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)appropriate.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Cr Resorts Capital S De R L De C V)
Liquidation. (a) Upon dissolution winding up of the PartnershipCompany, unless the Partnership is continued under an election to reconstitute and continue the Partnership Company is made pursuant to Section 13.2.210.2, the General Partner SPV shall act, or cause one or more Persons to act, serve as the liquidator (the “Liquidator. The ”) of the Company, unless SPV has been liquidated or dissolved, in which case a Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved selected by a majority the Members holding 100% of the members of Membership Interests (excluding for these purposes any Membership Interest held by the Independent Committee. If Member and its Affiliates that caused the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and Winding Up Event).
(if other than the General Partnerb) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 thirty (30) calendar days thereafter be approved by a majority the Members holding 100% of the members of Membership Interests (excluding for these purposes any Membership Interest held by the Independent CommitteeMember and its Affiliates that caused the Winding Up Event). The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article X, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, exercise all of the powers conferred upon the General Partner Board of Managers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. .
(d) The Liquidator shall proceed to dispose liquidate the assets of the AssetsCompany, discharge its liabilitiesand, after making all allocations and distributions otherwise wind up its affairs required by this Agreement, shall apply and distribute the net proceeds of such liquidation in such the following order of priority, unless otherwise required by mandatory provisions of Applicable Law:
(i) to the creditors of the Company, including Members, in the order of priority provided by Applicable Law; and
(ii) to the Members in the same manner and over such period order of priority as the Liquidator determines to be in the best interest of the Partnersprovided for distributions under Article V hereof; provided, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kindhowever, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash Company for contingent liabilities in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen an amount reasonably determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Liquidation. (a) Upon dissolution of the Partnership, unless a Person selected by the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner Executive Committee shall act, or cause one or more Persons to act, serve as the liquidator (the “Liquidator. The Liquidator (if other than the General Partner”) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and Partnership.
(if other than the General Partnerb) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the 82 original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Executive Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including the limitations set forth in Section 7.3) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. .
(d) The Liquidator shall proceed to dispose Liquidator, with the approval of the AssetsExecutive Committee, discharge its liabilitiesshall liquidate the assets of the Partnership, and, after making all allocations and distributions otherwise wind up its affairs in required by this Agreement and approved by the Executive Committee, shall apply and distribute the net proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partners, subject to applicable Laws and the followingpriority:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made (i) to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed Partners, in the order of priority provided by applicable law; and
(ii) to the Liquidator Partners in the same manner and order of priority as compensation provided for serving in such capacity (distributions under Section 6.1, subject to the terms requirements of Section 13.3) 6.2 and amounts to Partners otherwise than except as set forth in respect of their distribution rights under Section 4.611.10(c)(vii); provided, shall be discharged; with respect to any liability however, that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Executive Committee to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Liquidation. (a) Upon dissolution of the Partnership, unless Partnership or the Partnership is continued under an election occurrence of any event referred to reconstitute and continue the Partnership pursuant to in Section 13.2.213.1(c), the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityunless and until a successor Liquidator is appointed as provided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (if other than the General Partner) written notice. The Liquidator may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a majority Majority Interest; provided that if the dissolution of the members of Partnership resulted from an event described in Section 13.1(a), the Independent CommitteeGeneral Partner may not be removed as Liquidator. Upon dissolution, removal or resignation of If the LiquidatorLiquidator resigns, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall receive as compensation for its services (i) if the Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not the General Partner, a reasonable fee plus out-of- pocket costs or such other compensation as a Majority Interest may approve.
(b) Upon the occurrence of any event referred to in Section 13.1(c), the Liquidator shall establish reasonable rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 13.2. Pending such election, the Liquidator shall continue to operate the Partnership's business in the ordinary course with a view to conserving the Partnership's assets. If no Successor General Partner is admitted to the Partnership pursuant to Section 13.2 within the time period specified therein, the Liquidator shall proceed to dispose with the liquidation of the AssetsPartnership's assets as provided in Section 13.3(c).
(c) Except as provided in Section 13.3(b), discharge its liabilitiesthe Liquidator shall liquidate the assets of each Partnership Division, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise wind up required by mandatory provisions of applicable law:
(i) First, to the payment of the debts and obligations of such Partnership Division to its affairs creditors (other than loans to the Partnership by Partners), including sales commissions and other expenses incident to any sale of the assets of the Partnership Division.
(ii) Second, to the establishment of and additions to such Reserves as the Liquidator may deem necessary or appropriate.
(iii) Third, to the payment in full of loans owed by such Partnership Division to Partners, pro rata according to the relative amounts of such unpaid loans of equal priority.
(iv) Fourth, to the General Partner to the extent of the amount of the General Partner's Preferred Interest with respect to such Partnership Division.
(v) Fifth, to the Partners, to the extent of and in proportion to their respective aggregate Capital Account balances with respect to such Partnership Division, such aggregate not less than zero (adjusted for all distributions and allocations pursuant to Article IV for all periods ending on or before the date of the distribution).
(vi) Sixth, with respect to the CBB Division, Data Services Division and the Foreign Consultancy Division, to the Partners in the same manner and as Cash Flow of such Partnership Division is distributed pursuant to Section 4.1 and, with respect to the Electronic Trading Division, to the Partners according to their Percentage Interests.
(d) The Reserves established pursuant to Section 13.3(c)(ii) shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations or other items for which such Reserves were established and, at the expiration of such period as the Liquidator determines to be in the best interest of the Partnersdeems advisable, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 Reserves shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year priorities set forth in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidationSection 13.3(c).
Appears in 1 contract
Sources: Limited Partnership Agreement (Board of Trade of the City of Chicago Inc)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, has become bankrupt as set forth in Section 12.1(a)(iii) or (iv) or has withdrawn 36 43 from the Partnership, a liquidator or liquidating committee approved by the Record Holders of at least a Majority of the Outstanding Partnership Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by Record Holders of at least a majority Majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Partnership Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by Record Holders of at least a majority Majority of the members of the Independent CommitteeOutstanding Partnership Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by Record Holders of at least a majority Majority of the members of the Independent CommitteeOutstanding Partnership Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Partnership Assets, discharge its liabilities, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by any Certificate of Designation for the Partners, subject to Preferred Units or mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to including, without limitation, Partners who are creditors, in the Liquidator as compensation for serving in such capacity (subject to order of priority provided by law; and the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets Partnership Assets for contingent liabilities in an amount, if any, determined by the Liquidator to provide be appropriate for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceedssuch purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests as respective Capital Accounts after taking into account all adjustments to such Capital Accounts pursuant to this Agreement (other than distributions pursuant to this Section 14.3). To the extent deemed advisable by the General Partner or the Liquidator, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations of the date chosen by the LiquidatorPartnership. Such distribution The General Partner shall receive no special compensation for serving as Liquidator but shall be made by the end of the taxable year reimbursed for its costs and expenses in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)that connection in accordance with Section 6.4.
Appears in 1 contract
Sources: Limited Partnership Agreement (Felcor Lodging Trust Inc)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Partnership shall be liquidated as prescribed in this Agreement. The Managing General Partner shall actact as Liquidator provided that, if the Managing General Partner has withdrawn or cause one been removed from the Partnership, then the Liquidator shall be the Person or more Persons committee approved by a Majority Interest to act, as liquidate the LiquidatorPartnership pursuant to Section 16.3. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 16, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 19.1) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the its duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in shall apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provision of applicable Laws and the followinglaw:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made (a) to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation payment of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners and the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than General Partner in respect of their distribution rights under any fees and expenses payable pursuant to Section 4.67.5 hereof or pursuant to other Parent Company Agreements or otherwise, shall be discharged; with respect in order of priority provided by law and to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish creation of a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes;
(b) to the General Partners and Limited Partners in proportion and to the extent of the positive balances in their respective Capital Accounts subsequent to adjustments pursuant to Section 5.8; and
13.3.3. (c) finally, to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least a majority of the Outstanding Common Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Common Units. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by the holders of at least a majority of the members of the Independent CommitteeOutstanding Common Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all cash in excess Capital Account adjustments (other than those made by reason of that required to discharge liabilities this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date of such occurrence being determined pursuant to Treasury Regulation Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such 1.704 1(b)(2)(ii)(g)); and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 1 contract
Sources: Limited Partnership Agreement (Ferrellgas Finance Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
13.3.1. 16.3.1 the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. 16.3.2 liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made 16.3.3 by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 only if there are no Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.3.1 first, 100% to BIP until BIP has received pursuant to this Section 16.3.3.3.1 an amount equal to the excess of (1) the amount of BIP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BIP pursuant to Section 5.2.2.1;
16.3.3.3.2 second, 100% to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 16.3.3.3.2 in respect of each Preferred Unit Outstanding an amount equal to any preferential distributions to which the Preferred Unitholders are entitled in the event of dissolution, liquidation, or winding-up of the Partnership under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods);
16.3.3.3.3 third, if there are Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3.4 fourth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero;
16.3.3.3.5 fifth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.3.3.5 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and Managing General Partner Unit was last adjusted pursuant to Section 3.6.3 and ending on the date of distribution pursuant to this Section 16.3.3.3.5, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.4 during such period of time;
16.3.3.3.6 sixth, 15% to the Special Limited Partner and 85% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests, until there has been distributed pursuant to this Section 16.3.3.3.6 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the Second Distribution Threshold less the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and Managing General Partner Unit was last adjusted pursuant to Section 3.6.3 and ending on the date of distribution pursuant to this Section 16.3.3.3.6, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.5 during such period of time; and
16.3.3.3.7 thereafter, 25% to the Special Limited Partner and 75% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests. Any distribution to the Special Limited Partner pursuant to Sections 16.3.3.3.6-16.3.3.3.7 shall be made to the Special Limited Partner in its capacity as a Special Limited Partner and without regard to the number of Special Limited Partner Units held by the Special Limited Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.212.2.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent CommitteeGeneral Partner. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeGeneral Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeGeneral Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.312.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.112.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 12.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.212.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.312.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.312.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 12.3.2 shall be distributed to the Preferred Unitholders in priority to the other Partners, up to the amount of the liquidation entitlement of the Preferred Units, and any remaining amount available for distribution will be distributed to the Partners in accordance with their Percentage Interests Interests, in each case as of the date chosen by the Liquidator. In the event that the property and cash to be distributed to the Preferred Unitholders on the liquidation of the Partnership is not sufficient to pay the full amount of the liquidation entitlement of the Preferred Units for each Preferred Unit then Outstanding, the amount available for distribution shall be paid to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding). Such distribution distributions shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 1 contract
Sources: Limited Partnership Agreement (BPY Bermuda Holdings IV LTD)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the Managing General Partner shall actor, in the event the Managing General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1, or cause one has withdrawn from the Partnership, a liquidator or more Persons to act, as liquidating committee selected by the mutual agreement of the other Partners shall be the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ fifteen (15) days prior written notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved removal, given by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be approved selected by a majority of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) and to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out Liquidator, the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation, in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners, in order of priority provided by law; and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount, if any, determined by the Liquidator to Section 13.3.2 the appropriate Person for such purposes:
(b) to the Partners in proportion to the positive balances in their respective Capital Accounts; provided, however, that prior to such distribution, the Capital Accounts shall be distributed have been adjusted to reflect the allocations of Net Income and Net Loss set forth in Article V hereof prior to such distribution; and thereafter
(c) to the Partners in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 1 contract
Sources: Agreement of Limited Partnership (ARAMARK FHC Kansas, Inc.)
Liquidation. (a) Upon dissolution of the Partnership, unless Partnership or the Partnership is continued under an election occurrence of any event referred to reconstitute and continue the Partnership pursuant to in Section 13.2.213.1(c), the General Partner shall act, or cause one or more Persons to act, as be the "Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If ," unless and until the General Partner is acting as the appoints a successor Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committeewritten notice. Upon dissolution, removal or resignation of the Liquidator, a The successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose receive as compensation for its services (i) if the Liquidator is the General Partner or an Affiliate of the AssetsGeneral Partner, discharge its liabilitiesthe compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not the General Partner or an Affiliate of the General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as the General Partner may approve.
(b) Except as provided in Section 13.3, the Liquidator shall liquidate the assets of the Partnership, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise wind up required by mandatory provisions of applicable law:
(i) First, to the payment of the Partnership's debts and obligations to its affairs creditors (other than loans to the Partnership by Partners), including sales commissions and other expenses incident to any sale of the assets of the Partnership.
(ii) Second, to the establishment of and additions to such Reserves as the Liquidator may deem necessary or appropriate.
(iii) Third, to the payment in full of loans to the Partnership by Partners, pro rata according to the relative amounts of such manner unpaid loans.
(iv) Fourth, to the Partners, to the extent of and in proportion to their respective positive Capital Account balances (adjusted for all distributions and allocations pursuant to Article IV for all periods ending on or before the date of the distribution).
(v) Fifth, to the Partners according to their Percentage Interests, provided that the General Partner shall first be entitled to receive an amount equal to the amount, if any, contributed by the General Partner to the Partnership as a deficit capital account makeup under Section 13.4.
(c) The Reserves established pursuant to Section 13.2(b)(ii) shall 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 determines to be in the best interest of the Partnersdeems advisable, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 Reserves shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year priorities set forth in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidationSection 13.2(b).
Appears in 1 contract
Sources: Limited Partnership Agreement (Bki Asset Management Corp)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as be the liquidator (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. Super-Majority Interest.
(b) The Liquidator shall agree not to resign at any time without 15 days’ days prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeSuper-Majority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeSuper-Majority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Partnership.
(d) Subject to Section 13.4, the Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(i) to the payment of the Partnersexpenses of terminating transactions, subject to applicable Laws including, without limitation, brokerage commissions, legal fees, accounting fees and the following:closing costs;
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made (ii) to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss payment to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed Partners, in order of priority provided by law; and
(iii) to the Liquidator Partners and any assignees in accordance with the positive balances in their respective Capital Accounts as compensation for serving provided in such capacity (subject to section 1.704-1(b)(2)(ii)(b)(2) of the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6Regulations; provided, shall be discharged; with respect to any liability however, that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator ▇▇▇▇▇▇▇▇▇▇ (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market valueMarket Value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)., all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.4 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3 to the Partners holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 16.3.3.3, will be calculated using Redemption-Exchange Units only), the aggregate amount of distributions previously deferred pursuant to Section 5.2.3.1 and not previously recovered; and
16.3.3.4 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.4.1 first, 100% to BBP until BBP has received pursuant to this Section 16.3.3.4.1 an amount equal to the excess of (1) the amount of BBP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BBP pursuant to Section 5.2.2.1;
16.3.3.4.2 second, 100% to the Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and Managing General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and Managing General Partner Unit is equal to zero;
16.3.3.4.3 third, to the extent that Incentive Distribution Amounts have been deferred in previous Quarters, 100% to the Special Limited Partner until an amount equal to the aggregate of all Incentive Distribution Amounts accrued in previous Quarters;
16.3.3.4.4 fourth, to all Partners pro rata in proportion to their respective Percentage Interest, the Regular Quarterly Distribution Amount per each Partnership Interest held by the applicable Partner;
16.3.3.4.5 fifth, 100% to the Special Limited Partner until an amount equal to the Incentive Distribution Amount; and
16.3.3.4.6 thereafter, to all Partners pro rata in proportion to their respective Percentage Interests. Any distribution to the Special Limited Partner pursuant to Sections 16.3.3.4.2 -
Appears in 1 contract
Sources: Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Preferred Unitholders in priority to the other Partners, up to the amount of the liquidation entitlement of the Preferred Units as set out in Schedule A, and any remaining amount available for distribution will be distributed to the Partners in accordance with their Percentage Interests Interests, in each case as of the date chosen by the Liquidator. In the event that the property and cash to be distributed to the Preferred Unitholders on the liquidation of the Partnership is not sufficient to pay the full amount of the liquidation entitlement of the Preferred Units as set out in Schedule A for each Preferred Unit then Outstanding, the amount available for distribution shall be paid to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding). Such distribution distributions shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)
Liquidation. Upon dissolution (a) Subject to the SRL Act or any other applicable law, upon a certificate of intent to dissolve being issued by the PartnershipRegistrar of Corporate Affairs and Intellectual Apes Hill Dev SRL/Members Agreement Property, unless the Partnership is continued under an election to reconstitute and continue the Partnership Society is made pursuant to Section 13.2.213.2, the General Partner Managing Member shall act, or cause one or more Persons to act, serve as the liquidator (the “Liquidator. The Liquidator (if other than the General Partner”) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and Society.
(if other than the General Partnerb) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be approved by a majority of the members of the Independent Members Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including the limitations set forth in Section 7.3 and in section 367(3) of the Companies Act or other applicable law) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership Society as provided for herein. The Liquidator shall proceed Notwithstanding any provision in this Agreement to dispose of the Assetscontrary, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as if the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one Society receives two or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; offers with respect to the purchase of any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableassets of the Society, the Liquidator shall either settle accept the most financially beneficial offer to the Society to the extent the Society accepts any such claim offer.
(d) The Liquidator shall liquidate the assets of the Society, and shall apply and distribute the net proceeds of such liquidation in the following order of priority:
(i) to the creditors of the Society, including Members, in the order of priority provided by the Companies Act or other applicable law; and
(ii) to the Members in the same manner and order of priority as provided for such amount as it thinks appropriate or establish distributions under Section 6.1 hereof; provided, however, that the Liquidator may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash Society for contingent liabilities in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Liquidation. (a) Upon the dissolution of the Partnership, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.212.2, the General Partner Suiza shall act, or cause one or more Persons to act, serve as the liquidator ("Liquidator. The Liquidator (if other than the General Partner") shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and Partnership.
(if other than the General Partnerb) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal dissolution or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority the Partners holding 60% of the members of the Independent CommitteePercentage Interests. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner Management Committee under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including the limitations set forth in Section 7.3) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The .
(d) Except as otherwise provided in this Article XII (including Section 12.5 below), the Liquidator shall proceed to dispose liquidate the assets of the AssetsPartnership, discharge its liabilitiesand, after making all allocations and distributions otherwise wind up its affairs in required by this Agreement, shall apply and distribute the net proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partners, subject to applicable Laws and the followingpriority:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made (i) to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed Partners, in the order of priority provided by applicable law;
(ii) then, to each Priority Partner with a Preferred Return, in proportion to the Liquidator as compensation for serving Preferred Return of each such Priority Partner, in such capacity (subject an amount up to the terms Preferred Return of Section 13.3each Priority Partner;
(iii) then, to each Priority Partner, in proportion to the Preferred Capital Balance of each such Priority Partner, in an amount up to the Preferred Capital Balance of each Priority Partner; and
(iv) finally, the remaining balance of the liquidation proceeds, if any, to the Partners in accordance with their respective positive Capital Account balances, after taking into account all allocations of Profit, Loss and amounts other items of income, gain, loss and deduction, and distributions for all periods, including prior distributions made pursuant to Partners otherwise than this Article XII; provided, however, that, notwithstanding anything in respect of their distribution rights under Section 4.6, shall be discharged; with respect this Article XII to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payablethe contrary, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may -72- 82 be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be appropriate for such purposes;
(b) to all Partners in accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to such Capital Accounts pursuant to Section 13.3.2 shall be distributed 5.1(c);
(c) to the all Partners in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 1 contract
Sources: Limited Partnership Agreement (Lakehead Pipe Line Partners L P)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3 to the Partners holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 16.3.3.3, will be calculated using Redemption-Exchange Units only), the aggregate amount of distributions previously deferred pursuant to Section 5.2.3.2 and not previously recovered; and
16.3.3.4 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.4.1 first, 100% to BPY until BPY has received pursuant to this Section 16.3.
3.4.1 an amount equal to the excess of (1) the amount of BPY’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BPY pursuant to Section 5.2.2.1;
16.3.3.4.2 second, 100% to the Special Limited Partner until the Special Limited Partner has received pursuant to this Section 16.3.3.4.2 an amount equal to the fair market value of the Equity Enhancement Distribution as determined in good faith by a third party independent valuator engaged by the Managing General Partner; provided that, such third party independent valuator shall be a nationally recognized investment banking, accounting or valuation firm which is independent of the Managing General Partner; provided further that, such amount shall not exceed 2.5 times the aggregate Equity Enhancement Distribution payments made to the Special Limited Partner during the immediately prior 24 months;
16.3.3.4.3 third, 100% to the Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and Managing General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and Managing General Partner Unit is equal to zero;
16.3.3.4.4 fourth, 100% to the Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.3.4.4 in respect of each Unit Outstanding an amount equal to the excess of (1) the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Unit and Managing General Partner Unit was last adjusted pursuant to Section 3.6.3 and ending on the date of distribution pursuant to this Section 16.3.3.4.4, over (2) the aggregate amount of distributions (if any) made in respect of a Unit pursuant to Section 5.2.2.4 during such period of time;
16.3.3.4.5 fifth, 15% to the Special Limited Partner and 85% to the Partners, pro rata in proportion to their respective Percentage Interests, until there has been distributed pursuant to this Section 16.3.3.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Property Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution; and
16.3.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.3.1 first, 100% to BREP until BREP has received pursuant to this Section 16.3.
3.3.1 an amount equal to the excess of (1) the amount of BREP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BREP pursuant to Section 5.2.2.1;
16.3.3.3.2 second, to the Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and General Partner Unit is equal to zero;
16.3.3.3.3 third, to the Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.3.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)
Liquidation. (a) Upon dissolution of the PartnershipCompany, the Manager will be the liquidating trustee (the "Liquidator") of the Company, unless the Partnership Manager is continued under an election otherwise ---------- unable to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting serve in such capacity. , in which case a Liquidator will be selected by the Required Members.
(b) The Liquidator shall will agree not to resign at any time without 15 fifteen days’ ' prior notice and (if written notice. A Liquidator other than the General Partner) Manager may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeRequired Members. Upon dissolution, removal or resignation of the a Liquidator, a successor and substitute Liquidator (who shall have and will succeed to all rights, powers and duties of the original Liquidator) shall will, within 30 thirty days thereafter thereafter, be approved by a majority of the members of the Independent CommitteeRequired Members. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall will be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to a Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall will ----------- have and may exercise, without further authorization or consent of any of the parties heretoMembers, all of the powers conferred upon the General Partner Manager and the Required Members under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. The Liquidator shall proceed to dispose .
(d) Except as provided in Section 12.6 below and in Section 8.1(b) of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable------------ Contribution Agreement, the Liquidator shall either settle will liquidate the assets of the Company, and, after making all allocations and distributions otherwise required by this Agreement, will apply and distribute the proceeds of such claim for such amount as it thinks appropriate or establish liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(i) First, to creditors of the Company (including Members) in the order of priority provided by law, including the escrowing of a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Company for contingent liabilities in an amount determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed (ii) Second, to the Partners Members in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)respective Capital Accounts.
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved, become bankrupt as set forth in Section 12.1 or more Persons to actwithdrawn from the Partnership, as a liquidator or liquidating committee approved by the Limited Partner, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with the positive balances in their Percentage Interests respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date chosen by the Liquidator. Such of such occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)); and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 1 contract
Sources: Limited Partnership Agreement (Eott Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless an election to continue the business of the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.214.3, the Managing General Partner Partner, or, in the event the dissolution is caused by an event described in Section 14.2(b) or 14.2(c), a Person or Persons selected by the Limited Partners, shall act, or cause one or more Persons to act, as be the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee shall proceed without any unnecessary delay to sell or otherwise liquidate the Partnership Assets and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to pay (or to make provision for the payment of) all creditors of the Partnership, including current and former Partners, in the order of priority provided by law other than obligations to make distributions to current and former Partners;
(b) to pay, on a pro rata basis, all current and former Partners with respect to obligations to make distributions thereto; and
(c) After the payment (or the provision for payment) of all debts, liabilities and obligations of the Partnership, including, without limitation, the payment of expenses of liquidation of the Partnership, and the establishment of a reasonable reserve (including an amount estimated by the Liquidating Trustee to be sufficient to pay an amount reasonably anticipated to be required to be paid pursuant to Section 7.10 hereof), to the Partners in accordance with Section 6.7. The Liquidating Trustee, if other than the Managing General Partner) , shall be entitled to receive such compensation for its services as Liquidating Trustee as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 days’ sixty (60) days prior written notice and (and, if other than the Managing General Partner) , may be removed at any time, with or without cause, by written notice of removal approved by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall be selected within 30 ninety (90) days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee will be deemed to refer also to any such successor or substitute Liquidator approved Liquidating Trustee appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator Liquidating Trustee to carry out the duties and functions of the Liquidator Liquidating Trustee hereunder (including the establishment of reserves for liabilities that are contingent or uncertain in amount) for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed In the event that no Person is selected to dispose be the Liquidating Trustee as herein provided within one hundred twenty (120) days following the event of dissolution, or in the event the Limited Partner fails to select a successor or substitute Liquidating Trustee within the time periods set forth above, any Partner may make application to a Court of Chancery of the Assets, discharge its liabilities, and otherwise State of Delaware to wind up its the affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (orand, if laterdeemed appropriate, within 90 days after the date of such liquidation)to appoint a Liquidating Trustee.
Appears in 1 contract
Sources: Limited Partnership Agreement (U S Restaurant Properties Inc)
Liquidation. (a) Upon dissolution of the Partnership, the General Partner, or in the event the General Partner has been dissolved, become Bankrupt or withdrawn, unless an election to continue the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.213.1(b), a liquidator or liquidating committee selected by a Majority Interest of the General Partner Limited Partners, shall act, or cause one or more Persons to act, as be the “Liquidator. .” The Liquidator (if other than the General Partner) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority Majority Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and duties of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved selected by a majority Majority Interest of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 13, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, As promptly as possible after dissolution and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableagain after final liquidation, the Liquidator shall either settle cause a proper accounting to be made by the Accountant 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) Except as set forth in paragraph (e), the Liquidator will sell or otherwise dispose of all Partnership assets, and any resulting gain or loss from such claim for such amount as it thinks appropriate or establish a reserve of cash sales or other assets to provide for its payment; when paid, any unused portion of the reserve shall dispositions will be distributed as additional liquidation proceeds; and
13.3.3. all property computed and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed allocated to the Partners in accordance with their Percentage Interests as Section 5.1.
(c) The Liquidator shall pay from Partnership funds all of the date chosen by debts and liabilities of the Liquidator. Such distribution Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine).
(d) All remaining assets of the Partnership shall be made by applied, in the end following order of priority:
(i) first, to the payment to creditors of the taxable year Partnership, including Partners, in which order of priority provided by law; and
(ii) second, to the Partners, in proportion to and to the extent of the remaining positive balances in their respective Capital Accounts (determined after allocating all Net Income, Net Loss, Simulated Gain, Simulated Loss, Simulated Depletion and other items of income, gain, loss and deduction through the date of distribution).
(e) Upon liquidation of the Partnership occurs (orPartnership, if laterany Partner may elect to receive an in kind distribution of Units with a Net Agreed Value equal to the balance of such Partner’s Capital Account at the time of distribution, within 90 days determined after allocating all Net Income, Net Loss, Simulated Gain, Simulated Loss, Simulated Depletion and other items of income, gain, loss and deduction through the date of distribution. Any assets distributed in kind shall be deemed sold by the Partnership immediately prior to their distribution for their fair market value at such liquidationtime, and any resulting income, gain, or loss shall be allocated to the Partner electing to receive a distribution in kind as set forth in Section 5.1(b).
Appears in 1 contract
Sources: Limited Partnership Agreement (Ensource Energy Income Fund LP)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.212.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by the Limited Partner shall act, or cause one or more Persons to act, as be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partner. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partner. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedLimited Partner. Except as expressly provided in this Section 13.3Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article XIV) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and
(b) to the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made 99% to the other PartnersLimited Partner and 1% to the General Partner; provided, however, that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Sources: Limited Partnership Agreement (Buckeye Partners L P)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.215.2, the General Partner or, in the event the General Partner has ceased to be such, a liquidator or liquidating committee approved by a Majority Vote of the Limited Partners, shall act, or cause one or more Persons to act, as be the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority Majority Vote of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 60 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Vote of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall within 30 90 days thereafter be approved by a majority Majority Vote of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee shall be deemed to refer also to any such successor or substitute Liquidator approved liquidator appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XV, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (Agreement, but subject to all of the applicable limitations, limitations (contractual and or otherwise), upon the exercise of such powers) , regardless of whether the Liquidating Trustee is the General Partner, to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed In the event that no Person is selected to dispose be the Liquidating Trustee within the time periods set forth above, any Partner may make application to the Court of Chancery of the AssetsState of Delaware to wind up the affairs of the Partnership and, discharge its liabilitiesif deemed appropriate, to appoint a Liquidating Trustee. The Liquidating Trustee shall liquidate the assets of the Partnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind (i) to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to the Liquidator as compensation for serving Partners and Assignees who are creditors, in such capacity (subject to the terms order of Section 13.3) and amounts to Partners otherwise than priority provided by law, in respect satisfaction of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant (whether by payment or by creation of reserves or the making of other reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Partners and Assignees or former Partners and former Assignees under Section 13.3.2 shall be distributed 17-601 or Section 17-604 of the Delaware Act;
(ii) to Partners and Assignees and former Partners and former Assignees in satisfaction of liabilities for distributions under Section 17-601 or Section 17-604 of the Delaware Act; and
(iii) to the Partners and Assignees in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall Interests.
(b) No Partner will be made by the end of the taxable year required to restore any deficit in which the its Capital Account upon liquidation of the Partnership occurs (or, if later, within 90 days after or such Partner's interest in the date of such liquidation)Partnership.
Appears in 1 contract
Sources: Limited Partnership Agreement (Boston Celtics Limited Partnership Ii)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 only if there are no Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.4 as if such distribution were a distribution occurring prior to dissolution; and
16.3.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.3.1 first, 100% to BREP until BREP has received pursuant to this Section 16.3.3.3.1 an amount equal to the excess of (1) the amount of BREP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BREP pursuant to Section 5.2.2.1;
16.3.3.3.2 second, 100% to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 16.3.3.3.2 in respect of each Preferred Unit Outstanding an amount equal to any preferential distributions to which the Preferred Unitholders are entitled in the event of dissolution, liquidation, or winding-up of the Partnership under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods);
16.3.3.3.3 third, if there are Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.4 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3.4 fourth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Equity Unit and General Partner Unit is equal to zero;
16.3.3.3.5 fifth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.3.3.5 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and General Partner Unit was last adjusted pursuant to Section 3.4.3 and ending on the date of distribution pursuant to this Section 16.3.3.3.5, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.4 during such period of time;
16.3.3.3.6 sixth, 15% to the General Partner and 85% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests, until there has been distributed pursuant to this Section 16.3.3.3.6 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the Second Distribution Threshold less the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and General Partner Unit was last adjusted pursuant to Section 3.4.3 and ending on the date of distribution pursuant to this Section 16.3.3.3.5, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.4 during such period of time; and
16.3.3.3.7 thereafter, 25% to the General Partner and 75% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests. Any distribution to the General Partner pursuant to Sections 16.3.3.3.6-16.3.3.3.7 shall be made to the General Partner in its capacity as a General Partner and without regard to the number of General Partner Units held by the General Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least a majority of the Outstanding Class A Units and Class B Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the holders of at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Class A Units and Class B Units. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by the holders of at least a majority of the members of the Independent CommitteeOutstanding Class A Units and Class B Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all cash in excess Capital Account adjustments (other than those made by reason of that required to discharge liabilities this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date of such occurrence being determined pursuant to Treasury Regulation Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such 1.704-1(b)(2)(ii)(g)); and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner, or, in the event the General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by a Majority Interest, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeMajority Interest. The right to approve a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein. to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 16.1(a)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The General Partner or the Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesPartnership, and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of the Partnerspriority, subject to unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. (a) the Assets may be disposed of by public or private sale or by distribution in kind payment to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed to Partners, in order of priority provided by law; and the Liquidator as compensation for serving in such capacity (subject to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount, if any, determined by the General Partner or the Liquidator to Section 13.3.2 shall be distributed appropriate for such purposes;
(b) to the Partners in accordance with their Percentage Interests as proportion to and to the extent of the date chosen by positive balances in their respective Capital Accounts. The distribution to the Liquidator. Such distribution Partners as provided in sub-section (b) above shall be made by the end of the taxable year in which the of liquidation of the Partnership occurs (or, if later, within 90 ninety (90) days after the date of such liquidationliquidation (within the meaning of Treasury Regulation Section 1.704-1 (b)(2) (ii) (b)(2)).
Appears in 1 contract
Sources: Limited Partnership Agreement (FFP Real Estate Trust)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding LP Units, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding LP Units. The Liquidator shall agree not to resign at any time without 15 fifteen days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding LP Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding LP Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article 14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount, if any, determined by the Liquidator to Section 13.3.2 shall be distributed appropriate for such purposes;
(b) to the all Partners in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days respective Capital Accounts after the date of taking into account adjustments to such liquidationCapital Accounts pursuant to Section 5.1(c).
Appears in 1 contract
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2⁄3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2⁄3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2⁄3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2⁄3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. .
(b) The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed 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) to the Liquidator as compensation for serving payment to creditors of the Partnership, including, without limitation, Partners who are creditors, in such capacity the order of priority provided by law;
(subject ii) to the terms creation of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes;
(iii) to all Partners in accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to such Capital Accounts pursuant to Section 5.1(c); and
13.3.3. (iv) to all property Partners in accordance with their respective Percentage Interests.
(c) Notwithstanding anything to the contrary set forth in this Agreement, the holders of Series 1 Preferred Units, Class D Units and all cash Incentive Distribution Units shall have the rights, preferences and privileges set forth in excess of that required to discharge liabilities Section 4.13(m), Section 4.15(l), and Section 5.13(b), respectively, upon dissolution and liquidation of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)this Article XIV.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions of this Agreement, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the AssetsPartnership and apply and distribute the proceeds of liquidation in the following order of priority, discharge its liabilitiesunless otherwise required by mandatory provisions of applicable law:
(a) to the payment of the expenses of the terminating transactions including brokerage commissions, legal fees, accounting fees, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partnersclosing costs;
(b) next, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution payment and discharge of all or some of the Assets would be impractical or would cause undue loss Partnership’s debts and liabilities to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts owed Partners who are creditors other than solely as a result of Section 6.06 of the Texas Act, in order of priority provided by law; and
(c) the balance, if any, to the Liquidator Partners as compensation for serving in such capacity follows:
(subject i) first, $420,000, less any amounts distributed pursuant to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.64.2(a)(i), shall be dischargeddistributed to each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇;
(ii) second, $1,000,000 shall be distributed as follows:
(A) $700,000 to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇;
(B) $240,000 to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and
(C) $60,000 to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇;
(iii) third, to the Partners (other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) or their lawful assignees, in accordance with respect the positive balances in their Capital Accounts as provided in Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations (such computation to be made after the final allocation of gain is made among the Capital Accounts of all Partners);
(iv) thereafter, any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableremaining amounts shall be distributed as follows:
(A) 58.82% to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇;
(B) 28.24% to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and
(C) 12.94% to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. Notwithstanding the liquidation distributions provided for under Section 8.3(c), the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish may, in his sole discretion, place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Sources: Limited Partnership Agreement (Young Touchstone Co)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been dissolved or more Persons to actremoved, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least 66 2/3% of the Outstanding Units, shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority at least 66 2/3% of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityOutstanding Units. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, Cause by notice of removal approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority at least 66 2/3% of the members of the Independent CommitteeOutstanding Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes;
(b) to all Partners in accordance with the positive balances in their respective Capital Accounts after taking into account adjustments to such Capital Accounts pursuant to Section 5.1(c); and
13.3.3. (c) to all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their respective Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)Interests.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the Managing General Partner, or in the event the Managing General Partner shall acthas been removed or dissolved or become bankrupt (as defined in Section 14.1), the Advising General Partner, or cause one in the event the Advising General Partner has been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest, shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the a General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the a General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and (b) to the Partners, subject in proportion to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partnersextent of the positive balances in their respective Capital Accounts; provided, however, that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed for contingent, conditional, or unmatured claims and obligations known to the Partners in accordance with their Percentage Interests as Partnership and all claims and obligations known to the Partnership but for which the identity of the date chosen claimant is unknown in an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Sources: Limited Partnership Agreement (New England Investment Companies L P)
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityunless and until a successor Liqu▇▇▇▇▇▇ ▇▇ appointed as provided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a majority Majority Interest. Within 30 days following the occurrence of the members any Event of the Independent Committee. Upon dissolution, removal or resignation of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall receive as compensation for its services (i) if the Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not a General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as a Majority Interest may approve.
(b) If the Partnership is dissolved pursuant to Section 13.1(c), the Liquidator shall establish reasonable rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 13.2. Pending such election, the Liquidator shall continue to operate the Partnership's business in the ordinary course with a view to conserving the Partnership's assets. If no Successor General Partner is admitted to the Partnership pursuant to Section 13.2 within the time period specified therein, the Liquidator shall proceed to dispose with the liquidation of the Assets, discharge its liabilitiesPartnership's assets as provided in Section 13.3(c).
(c) The Liquidator shall liquidate the assets of the Partnership, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise wind up required by mandatory provisions of applicable law:
(i) First, to the payment of the Partnership's debts and obligations to its affairs creditors, including sales commissions and other expenses incident to any sale of the assets of the Partnership.
(ii) Second, to the establishment of and additions to such reserves as the Liquidator may deem necessary or appropriate.
(iii) Third, to the Partners, in accordance with Section 4.1. The reserves established pursuant to subparagraph (ii) shall 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 manner and over contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator determines to be in the best interest of the Partnersdeems advisable, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 Reserves shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year priorities set forth in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidationthis Section 13.3(c).
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.217.3, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.317.4, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
13.3.1. 17.4.1 the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 17.4.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. 17.4.2 liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.317.4) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made 17.4.3 by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 17.4.2 shall be distributed to the Partners as provided in this Section 17.4.3:
17.4.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 17.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
17.4.3.2 only if there are no Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 17.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution;
17.4.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
17.4.3.3.1 first, 100% to BIP until BIP has received pursuant to this Section 17.4.3.3.1 an amount equal to the excess of (1) the amount of BIP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BIP pursuant to Section 5.2.2.1;
17.4.3.3.2 second, 100% to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 17.4.3.3.2 in respect of each Preferred Unit Outstanding an amount equal to any preferential distributions to which the Preferred Unitholders are entitled in the event of dissolution, liquidation, or winding-up of the Partnership under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods);
17.4.3.3.3 third, if there are Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 17.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution;
17.4.3.3.4 fourth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero;
17.4.3.3.5 fifth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 17.4.3.3.5 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and Managing General Partner Unit was last adjusted pursuant to Section 3.6.3 and ending on the date of distribution pursuant to this Section 17.4.3.3.5, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.4 during such period of time;
17.4.3.3.6 sixth, 15% to the Special General Partner and 85% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests, until there has been distributed pursuant to this Section 17.4.3.3.6 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the Second Distribution Threshold less the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and Managing General Partner Unit was last adjusted pursuant to Section 3.6.3 and ending on the date of distribution pursuant to this Section 17.4.3.3.6, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.5 during such period of time; and
17.4.3.3.7 thereafter, 25% to the Special General Partner and 75% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests. Any distribution to the Special General Partner pursuant to Sections 17.4.3.3.6-17.4.3.3.7 shall be made to the Special General Partner in its capacity as a Special General Partner and without regard to the number of Special General Partner Units held by the Special General Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, a liquidator or liquidating committee approved by the General Partner shall act, will be responsible for the liquidation. The Person or cause one Persons who assume such responsibility (which may include the General Partner or more Persons any Partner or officer) are referred to act, herein as the “Liquidator. .” The Liquidator (if other than the General Partner) shall will be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityPartner. The Liquidator shall will agree not to resign at any time without 15 fifteen days’ prior notice written Notice to the Partners and (if other than the General Partner) may be removed at any time, with or without cause, by notice Notice of removal approved by a majority of the members of the Independent CommitteeGeneral Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall will have and succeed to all rights, powers and duties of the original Liquidator) shall will within 30 thirty days thereafter be approved selected by a majority of the members of the Independent CommitteeGeneral Partner. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall will be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article, the Liquidator approved appointed in the manner provided herein shall will have and may exercise, without further authorization or consent of any of the parties hereto, all of the general powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall will be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for hereinPartnership. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partnersmay, subject to all of the limitations placed on the powers and rights of the General Partner, liquidate the assets of the Partnership, and will apply and distribute the proceeds of such liquidation, together with any remaining Property, in the following order of priority, unless otherwise required by mandatory provisions of applicable Laws and the followinglaw:
13.3.1. A. To those liabilities of creditors, in the Assets may be disposed order of priority provided by public or private sale or by distribution in kind law, except those liabilities to one or more Partners on such terms as account of their Contributions;
B. Then to all Partners in proportion to their respective positive Capital Account balances, until the Liquidators and such Capital Account balances of all Partners or Partners have been reduced to zero; and
C. The balance, if any, will be distributed to the holders of Units in proportion to Outstanding Units without regard to Class. Liquidating Distributions may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the AssetsPartners in cash, in-kind, in whole Property, or in partany mix thereof, in kind if it determines as determined by the Liquidator; provided, however, that a sale would no Partner will be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities accept as a Liquidating Distribution more than their pro rata share, as determined by Outstanding Units, of the Partnership pursuant to Section 13.3.2 shall be an interest in particular Property other than Money. Any Leases distributed to the Partners will be subject to the operating agreements then in accordance effect with their Percentage Interests respect to such Leases; provided, however, that if any of such Leases is subject to an operating agreement to which an unaffiliated third person is not a party, such Leases shall be subject to a standard form operating agreement as of the date chosen shall be agreed upon by the LiquidatorPartners. Upon written request made by any Partner, the Liquidator will sell the Partnership Leases and other properties and assets that otherwise would be distributable to such Partner under this Section 13.02 at the best cash price available therefor and distribute such cash (after deducting all expenses reasonably relating to such sale) to such Partner. Such distribution sale shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date on behalf of such liquidation)Partner and shall be treated as the sale by such Partner of its interest in such properties, and any gain or loss attributable to such sale and any proceeds therefrom shall be for the account of such Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (VOC Brazos Energy Partners, LP)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership, which may be the General Partner (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and (b) to the Partners, subject in proportion to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partnersextent of the positive balances in their respective Capital Accounts; provided, however, that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed for contingent, conditional, or unmatured claims and obligations known to the Partners in accordance with their Percentage Interests as Partnership and all claims and obligations known to the Partnership but for which the identity of the date chosen claimant is unknown in an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Sources: Limited Partnership Agreement (New England Investment Companies L P)
Liquidation. (a) Upon dissolution of the PartnershipCompany, unless a neutral liquidating trustee (the Partnership is continued under an election to reconstitute and continue "LIQUIDATOR") of the Partnership pursuant to Section 13.2.2, Company shall be selected by the General Partner shall act, or cause one or more Persons to act, as the Liquidator. Required Members.
(b) The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall will agree not to resign at any time without 15 fifteen (15) days’ ' prior notice and (if other than the General Partner) written notice. The Liquidator may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeRequired Members. Upon dissolution, removal or resignation of the a Liquidator, a successor and substitute Liquidator (who shall have and will succeed to all rights, powers and duties of the original Liquidator) shall will, within 30 thirty (30) days thereafter thereafter, be approved by a majority of the members of the Independent CommitteeRequired Members. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall will be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to a Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3ARTICLE XIII, the Liquidator approved in the manner provided herein shall will have and may exercise, without further authorization or consent of any of the parties heretoMembers, all of the powers conferred upon the General Partner Management Committee and the Required Members under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs .
(d) Except as provided in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableSECTION 13.6 below, the Liquidator shall either settle will liquidate the assets of the Company, and, after making all allocations and distributions otherwise required by this Agreement, will apply and distribute the proceeds of such claim for such amount as it thinks appropriate or establish liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(i) First, to creditors of the Company (including Members) in the order of priority provided by law, including the escrowing of a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Company for contingent liabilities in an amount determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed (ii) Second, to the Partners Members in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation)respective Capital Accounts.
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership reconstituted pursuant to Section 13.2.214.2, the General Partner shall actPartner, or cause one in the event the General Partner has withdrawn from the Partnership, been removed or more Persons to actdissolved or become bankrupt (as defined in Section 14.1), as a liquidator or liquidating committee approved by a Majority Interest shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, resignation or removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties obligations of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedMajority Interest. Except as expressly provided in this Section 13.3Article XIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the restrictions set forth in Article XVII) to the extent appropriate or necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to creditors of the Partnership (including Partners); and
(b) to the Partners, subject in proportion to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partnersextent of the positive balances in their respective Capital Accounts; provided, however, that the Liquidator may distribute the Assets, place in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Sources: Limited Partnership Agreement (Buckeye Partners L P)
Liquidation. (a) Upon dissolution of the PartnershipCompany, unless the Partnership is continued under an election to reconstitute and continue the Partnership Company is made pursuant to Section 13.2.211.1(b), a liquidator or liquidating committee selected by a Majority Interest of the General Partner Members, shall act, or cause one or more Persons to act, as be the “Liquidator. .” The Liquidator (if other than the General PartnerCompany) shall be entitled to receive such reasonable compensation for its services as may be approved by a majority Majority Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMembers. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General PartnerCompany) may be removed at any time, with or without cause, by notice of removal approved by a majority Majority Interest of the members of the Independent CommitteeMembers. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who which shall have and succeed to all rights, powers and duties of the original Liquidator) shall shall, within 30 days thereafter thereafter, be approved selected by a majority Majority Interest of the members of the Independent CommitteeMembers. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article 11, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner Company under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the required, including good faith judgment of the Liquidator efforts to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, As promptly as possible after dissolution and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payableagain after final liquidation, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish cause a reserve of cash or other assets proper accounting to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end Accountant of the taxable year 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) Except as set forth in paragraph (e), the Liquidator will sell or otherwise dispose of all Company assets, and any resulting gain or loss from such sales or other dispositions will be computed and allocated to the Members in accordance with Section 5.1.
(c) The Liquidator shall pay from Company funds all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine).
(d) All remaining assets of the Company shall be applied, in the following order of priority:
(i) first, to the payment to creditors of the Company, including Members, in order of priority provided by law; and
(ii) second, to the Members, in proportion to and to the extent of the remaining positive balances in their respective Capital Accounts (determined after allocating all Net Income, Net Loss, Simulated Gain, Simulated Loss, Simulated Depletion and other items of income, gain, loss and deduction through the date of distribution).
(e) Upon liquidation of the Partnership occurs (orCompany, if laterany Member may elect to receive an in kind distribution of Fund Units with a Net Agreed Value equal to the balance of such Member’s Capital Account at the time of distribution, within 90 days determined after allocating all Net Income, Net Loss, Simulated Gain, Simulated Loss, Simulated Depletion and other items of income, gain, loss and deduction through the date of distribution. Any assets distributed in kind shall be deemed sold by the Company immediately prior to their distribution for their Fair Market Value at such liquidation)time, and any resulting income, gain, or loss shall be allocated to the Member electing to receive a distribution in kind.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ensource Energy Income Fund LP)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 only if there are no Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.4 as if such distribution were a distribution occurring prior to dissolution; and
16.3.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.3.1 first, 100% to BEP until BEP has received pursuant to this Section 16.3.3.3.1 an amount equal to the excess of (1) the amount of BEP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BEP pursuant to Section 5.2.2.1;
16.3.3.3.2 second, 100% to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 16.3.3.3.2 in respect of each Preferred Unit Outstanding an amount equal to any preferential distributions to which the Preferred Unitholders are entitled in the event of dissolution, liquidation, or winding-up of the Partnership under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods);
16.3.3.3.3 third, if there are Preferred Units Outstanding, an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.4 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.3.4 fourth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Equity Unit and General Partner Unit is equal to zero;
16.3.3.3.5 fifth, 100% to the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.3.3.5 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and General Partner Unit was last adjusted pursuant to Section 3.4.3 and ending on the date of distribution pursuant to this Section 16.3.3.3.5, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.4 during such period of time;
16.3.3.3.6 sixth, 15% to the General Partner and 85% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests, until there has been distributed pursuant to this Section 16.3.3.3.6 in respect of each Equity Unit Outstanding an amount equal to the excess of (1) the Second Distribution Threshold less the First Distribution Threshold for each Quarter during the period beginning on the date the Capital Amount in respect of each Equity Unit and General Partner Unit was last adjusted pursuant to Section 3.4.3 and ending on the date of distribution pursuant to this Section 16.3.3.3.5, over (2) the aggregate amount of distributions (if any) made in respect of an Equity Unit pursuant to Section 5.2.2.4 during such period of time; and
16.3.3.3.7 thereafter, 25% to the General Partner and 75% to the Partners other than Preferred Unitholders, pro rata in proportion to their respective Percentage Interests. Any distribution to the General Partner pursuant to Sections 16.3.3.3.6-16.3.3.3.7 shall be made to the General Partner in its capacity as a General Partner and without regard to the number of General Partner Units held by the General Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution; and
16.3.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.3.1 first, 100% to BREP until BREP has received pursuant to this Section 16.3.3.
3.1 an amount equal to the excess of (1) the amount of BREP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BREP pursuant to Section 5.2.2.1;
16.3.3.3.2 second, to the Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and General Partner Unit is equal to zero;
16.3.3.3.3 third, to the Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.
Appears in 1 contract
Sources: Limited Partnership Agreement (BRP Bermuda Holdings I LTD)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator ▇▇▇▇▇▇▇▇▇▇ (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
13.3.1. 13.3.1 the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. 13.3.2 liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.64.3, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. 13.3.3 all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Preferred Unitholders in priority to the other Partners, up to the amount of the liquidation entitlement of the Preferred Units as set out in Schedule A, and any remaining amount available for distribution will be distributed to the Partners in accordance with their Percentage Interests Interests, in each case as of the date chosen by the Liquidator. In the event that the property and cash to be distributed to the Preferred Unitholders on the liquidiation of the Partnership is not sufficient to pay the full amount of the liquidation entitlement of the Preferred Units as set out in Schedule A for each Preferred Unit then Outstanding, the amount available for distribution shall be paid to the Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding). Such distribution distributions shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation).
Appears in 1 contract
Sources: Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless an election to continue the business of the Partnership is continued under an election to reconstitute and continue the Partnership made pursuant to Section 13.2.215.3, the Managing General Partner Partner, or, in the event the dissolution is caused by an event described in Section 15.2(b) or 15.2(c), a Person or Persons selected by a Majority Vote of the Limited Partners, shall act, or cause one or more Persons to act, as be the LiquidatorLiquidating Trustee. The Liquidator Liquidating Trustee shall proceed without any unnecessary delay to sell or otherwise liquidate the Partnership Assets and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) to pay (or to make provision for the payment of) all creditors of the Partnership, including current and former Partners, in the order of priority provided by law other than obligations to make distributions to current and former Partners;
(b) to pay, on a pro rata basis, all current and former Partners with respect to obligations to make distributions thereto; and
(c) after the payment (or the provision for payment) of all debts, liabilities, and obligations of the Partnership, including, without limitation, the payment of expenses of liquidation of the Partnership, and the establishment of a reasonable reserve (including an amount estimated by the Liquidating Trustee to be sufficient to pay an amount reasonably anticipated to be required to be paid pursuant Section 7.10 hereof), to the Partners and Assignees in accordance with Section 6.7. The Liquidating Trustee, if other than the Managing General Partner) , shall be entitled to receive such compensation for its services as Liquidating Trustee as may be approved by a majority Majority Vote of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator Liquidating Trustee shall agree not to resign at any time without 15 days’ sixty (60) days prior written notice and (and, if other than the Managing General Partner) , may be removed at any time, with or without cause, by written notice of removal approved by a majority Majority Vote of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal removal, or resignation of the LiquidatorLiquidating Trustee, a successor and substitute Liquidator Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original LiquidatorLiquidating Trustee) shall be selected within 30 ninety (90) days thereafter be approved by a majority Majority Vote of the members of the Independent CommitteeLimited Partners. The right to approve appoint a successor or substitute Liquidator Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee will be deemed to refer also to any such successor or substitute Liquidator approved Liquidating Trustee appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XV, the Liquidator approved Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator Liquidating Trustee to carry out the duties and functions of the Liquidator Liquidating Trustee hereunder (including the establishment of reserves for liabilities that are contingent or uncertain in amount) for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator Liquidating Trustee to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed In the event that no Person is selected to dispose be the Liquidating Trustee as herein provided within one hundred twenty (120) days following the event of dissolution, or in the event the Limited Partners fail to select a successor or substitute Liquidating Trustee within the time periods set forth above, any Partner may make application to a Court of Chancery of the Assets, discharge its liabilities, and otherwise State of Delaware to wind up its the affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (orand, if laterdeemed appropriate, within 90 days after the date of such liquidation)to appoint a Liquidating Trustee.
Appears in 1 contract
Sources: Limited Partnership Agreement (U S Restaurant Properties Inc)
Liquidation. (a) Upon dissolution of the PartnershipCompany, unless a liquidator or liquidating committee appointed by a Majority in Interest of the Partnership is continued under an election to reconstitute and continue Members shall be the Partnership pursuant to Section 13.2.2, liquidator (the General Partner shall act, or cause one or more Persons to act, as the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such ---------- compensation for its services as may be approved by a majority Majority in Interest of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMembers. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein providedprior written notice. Except as expressly provided in this Section 13.3Article 10, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner officer of the Company under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership Company as provided for herein. .
(b) The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilitiesCompany, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise wind up its affairs required by mandatory provisions of applicable law:
(i) the payment to the creditors of the Company, including Members, in order of priority as provided by law;
(ii) to establish or add to such manner and reserves as the Liquidator may deem necessary or appropriate; and
(iii) to the Members as provided in Section 6.2. The reserves established pursuant to subparagraph (ii) shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator determines to be in the best interest of the Partnersdeems advisable, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 reserves shall be distributed to the Partners Members in accordance with the priorities set forth in this Section 10.2(b).
(c) The Members shall not be responsible for restoring any negative balance in their Percentage Interests as Capital Accounts upon termination or dissolution of the date chosen by Company.
(d) In any termination or dissolution of the LiquidatorCompany, the Company may distribute the assets of the Company to Members in cash, ratably in kind or any combination thereof. Such Each distribution in kind of property pursuant to Section 10.2(b)(iii) shall be distributed based upon the fair market value of such property. If a Liquidating Distribution is made both in cash and in kind, such Liquidating Distribution shall be made so that, to the fullest extent practicable, the percentage of cash and any other assets distributed to each Member is identical.
(e) Distributions upon liquidation of the Company (or any Member's interest in the Company) and related adjustments shall be made by the end of the taxable year in which Taxable Year of the liquidation of the Partnership occurs (or, if later, within 90 ninety (90) days after the date of such liquidation) or as otherwise permitted by Treasury Regulation Section 1.704-1(b)(2)(ii)(b)., including requirements (2) and (3)
Appears in 1 contract
Liquidation. (a) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2 of this Agreement, the General Partner Partnership's affairs shall act, or cause one or more Persons to act, as be wound up. A Person selected by a Majority Interest shall be the liquidator (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority all of the members of Limited Partners other than the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. Executives.
(b) The Liquidator shall agree not to resign at any time without 15 days’ ' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have have, and succeed to to, all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. .
(c) Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. Partnership.
(d) The Liquidator shall proceed to dispose liquidate the assets of the Assets, discharge its liabilities, Partnership and otherwise wind up its affairs in apply and distribute the proceeds of such manner and over such period as the Liquidator determines to be liquidation in the best interest following order of priority, unless otherwise required by mandatory provisions of applicable law:
(i) To the payment of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation expenses of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partnersterminating transactions including, without limitation, brokerage commissions, legal fees, accounting fees and closing costs;
13.3.2. liabilities (ii) To the payment to creditors of the Partnership, including amounts owed Partners, in order of priority provided by law; and
(iii) To the Partners and assignees in accordance with the manner in which proceeds from a Capital Event are distributed pursuant to Section 6.1(b)(ii) hereof; provided, however, that any Available Cash, on hand at the time of the event of dissolution giving rise to the Liquidator as compensation for serving in liquidation of the Company and during the term of such capacity (subject to liquidation, from the terms operations of Section 13.3) any Hotels and amounts to Partners other, related assets or otherwise than in respect of their distribution rights under Section 4.6, not from a Capital Event shall be dischargeddistributed in accordance with the manner in which Available Cash is distributed pursuant to Section 6.1(b)(i); with respect to any liability provided, further, however, that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish may place in escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners for contingent liabilities in accordance with their Percentage Interests as of the date chosen an amount determined by the Liquidator. Such distribution shall Liquidator to be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of appropriate for such liquidation)purposes.
Appears in 1 contract
Sources: Limited Partnership Agreement (Interstate Hotels Corp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.216.2, the Managing General Partner shall act, or cause one or more Persons to act, as the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the Managing General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. The Liquidator shall agree not to resign at any time without 15 days’ prior notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.316.3, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws laws and the following:
13.3.116.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 16.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.216.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.316.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.65.2, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.316.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation), all property and cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 16.3.2 shall be distributed to the Partners as provided in this Section 16.3.3:
16.3.3.1 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has not been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.2 as if such distribution were a distribution occurring prior to dissolution;
16.3.3.2 an amount equal to the amount of cash or property held by the Partnership at such time, that is attributable to a realization event occurring prior to the date of an event specified in Section 16.1 and that has been deemed by the Managing General Partner as Capital Surplus shall be distributed in accordance with Section 5.2.3 as if such distribution were a distribution occurring prior to dissolution; and
16.3.3.3 all other cash and property of the Partnership shall be distributed to the Partners as follows:
16.3.3.3.1 first, 100% to BIP until BIP has received pursuant to this Section 16.3.3.3.1 an amount equal to the excess of (1) the amount of BIP’s outlays and expenses incurred during the term of the Partnership, over (2) the aggregate amount of distributions received by BIP pursuant to Section 5.2.2.1;
16.3.3.3.2 second, to the Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and Managing General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and Managing General Partner Unit is equal to zero;
16.3.3.3.3 third, to the Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 16.3.3.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.28.2, the General Partner shall actor, if the General Partner has been dissolved, becomes bankrupt as defined in Section 8.1, or cause one withdraws from the Partnership, a liquidator or more Persons to actliquidating committee selected by a Majority Interest, as shall be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityMajority Interest. The Liquidator shall agree not to resign at any time without 15 days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeMajority Interest. Upon dissolution, removal removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 days thereafter be approved selected by a majority of the members of the Independent CommitteeMajority Interest. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such the period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose liquidate the assets of the AssetsPartnership and apply and distribute the proceeds of liquidation in the following order of priority, discharge its liabilitiesunless otherwise required by mandatory provisions of applicable law:
(a) To the payment of the expenses of the terminating transactions including brokerage commissions, legal fees, accounting fees, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partnersclosing costs;
(b) Next, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution payment and discharge of all or some of the Assets would be impractical or would cause undue loss Partnership’s debts and liabilities to the Partners;
13.3.2. liabilities creditors of the Partnership, including amounts liabilities and obligations owed to Partners other than for distributions, in order of priority provided by law; and
(c) The balance, if any, to the Partners or their lawful assignees in accordance with the positive balances in their Capital Accounts as provided in Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations, provided however, that the Liquidator as compensation for serving may place in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish escrow a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount determined by the Liquidator to be appropriate for such purposes. Notwithstanding any other provision of this Agreement, the parties intend that the allocation provisions contained in Sections 4.1 and 4.3 shall produce final Adjusted Capital Account balances of the Partners that will permit liquidating distributions under Section 13.3.2 shall 8.3(c) to be distributed made in a manner identical to the Partners order of priorities set forth in accordance with their Percentage Interests as of Section 4.2. To the date chosen extent that the allocation provisions contained in Sections 4.1 and 4.3 would fail to produce such final Adjusted Capital Account balances, (a) such provisions may be amended by the Liquidator. Such distribution shall be made by General Partner if and to the end of the taxable year in which the liquidation extent necessary to produce such result, and (b) Profits and Losses of the Partnership occurs for prior open years (oror items of gross income, if latergain, within 90 days after loss and deduction of the date Partnership for such years) may be reallocated by the General Partner among the Partners to the extent it is not possible to achieve such result with allocations of such liquidationitems of income (including gross income and gain), deduction and loss for the current year and future years.
Appears in 1 contract
Sources: Limited Partnership Agreement
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.213.2, the General Partner shall actPartnership Policy Committee or its designee, or cause one or more Persons if it fails to act, as a liquidator or liquidating committee approved by the Limited Partners, shall be the Liquidator. The Liquidator (if other than the General PartnerPartnership Policy Committee or its designee) shall be entitled to receive such compensation for its services as may be approved by a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityLimited Partners. The Liquidator shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General PartnerPartnership Policy Committee or its designee) may be removed at any time, with or without cause, by notice of removal approved by a majority of the members of the Independent CommitteeLimited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent CommitteeLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Partnership Policy Committee and the General Partner Partners under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.4(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to be distributed as additional liquidation proceedsappropriate for such purposes; and
13.3.3. (b) to all property Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all cash in excess Capital Account adjustments (other than those made by reason of that required to discharge liabilities this clause) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with the date of such occurrence being determined pursuant to Treasury Regulation Section 13.3.2 shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such 1.704-1(b)(2)(ii)(g)); and such distribution shall be made by the end of the such taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days after the said date of such liquidationoccurrence).
Appears in 1 contract
Sources: Limited Partnership Agreement (Northern Border Partners Lp)
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue General Partner, or in the Partnership pursuant to Section 13.2.2, event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 13.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by at least a Unit Majority, shall act, or cause one or more Persons to act, as be the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by at least a majority of the members of the Independent Committee. If the General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityUnit Majority. The Liquidator shall agree not to resign at any time without 15 fifteen days’ prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, cause by notice of removal approved by at least a majority of the members of the Independent CommitteeUnit Majority. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty days thereafter be approved by at least a majority of the members of the Independent CommitteeUnit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Section 13.3Article 14, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall proceed to dispose of liquidate the Assets, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities assets of the Partnership, including amounts owed and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
(a) the payment to creditors of the Liquidator as compensation for serving Partnership, including, without limitation, Partners who are creditors, in such capacity (subject to the terms order of Section 13.3) priority provided by law; and amounts to Partners otherwise than in respect the creation of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant for contingent liabilities in an amount, if any, determined by the Liquidator to Section 13.3.2 shall be distributed appropriate for such purposes;
(b) to the all Partners in accordance with the positive balances in their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year in which the liquidation of the Partnership occurs (or, if later, within 90 days respective Capital Accounts after the date of taking into account adjustments to such liquidationCapital Accounts pursuant to Section 5.1(c).
Appears in 1 contract
Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2.2, the General Partner shall act, or cause one or more Persons to act, act as the Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by a majority liquidator of the members of Partnership (the Independent Committee. If the General Partner "LIQUIDATOR"), unless and until a successor Liquidator is acting appointed as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacityprovided herein. The Liquidator shall agree not to resign at any time without 15 30 days’ ' prior notice and (written notice. The Liquidator, if other than the General Partner) , may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by a majority Majority Interest. Within 30 days following the occurrence of the members any Event of the Independent Committee. Upon dissolution, removal or resignation of Withdrawal with respect to the Liquidator, a successor and substitute Liquidator (who may be elected by a Majority Interest. The successor Liquidator shall have and succeed to all rights, powers and duties of the original former Liquidator) shall within 30 days thereafter be approved by a majority of the members of the Independent Committee. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Section 13.3Article XIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-winding up and liquidation of the Partnership as provided for herein). The Liquidator shall receive as compensation for its services (i) if the Liquidator is the General Partner, the compensation and reimbursements specified in Section 5.5, or (ii) if the Liquidator is not a General Partner, a reasonable fee plus out-of-pocket costs or such other compensation as a Majority Interest may approve.
(a) The If the Partnership is dissolved pursuant to Section 13.1(c), the Liquidator shall establish reasonable rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 13.2. Pending such election, the Liquidator shall continue to operate the Partnership's business in the ordinary course with a view to conserving the Partnership's assets. If no Successor General Partner is admitted to the Partnership pursuant to Section 13.2 within the time period specified therein, the Liquidator shall proceed to dispose with the liquidation of the Assets, discharge its liabilitiesPartnership's assets as provided in Section 13.3(b).
(b) Liquidator shall liquidate the assets of the Partnership, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise wind up required by mandatory provisions of applicable law:
(i) First, to the payment of the Partnership's debts and obligations to its affairs creditors, including sales commissions and other expenses incident to any sale of the assets of the Partnership.
(ii) Second, to the establishment of and additions to such reserves as the Liquidator may deem necessary or appropriate.
(iii) Third, to the Partners, in accordance with Section 4.1. The reserves established pursuant to subparagraph (ii) shall 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 manner and over contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator determines to be in the best interest of the Partnersdeems advisable, subject to applicable Laws and the following:
13.3.1. the Assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidators and such Partners or Partners may agree; if any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 13.3.3 to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners; the Liquidator may distribute the Assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners; the Liquidator may defer liquidation of the Assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Partners;
13.3.2. liabilities of the Partnership, including amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 13.3) and amounts to Partners otherwise than in respect of their distribution rights under Section 4.6, shall be discharged; with respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment; when paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds; and
13.3.3. all property and all cash in excess of that required to discharge liabilities of the Partnership pursuant to Section 13.3.2 Reserves shall be distributed to the Partners in accordance with their Percentage Interests as of the date chosen by the Liquidator. Such distribution shall be made by the end of the taxable year priorities set forth in which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidationthis Section 13.3(b).
Appears in 1 contract
Sources: Limited Partnership Agreement (Transwestern Holdings Lp)