Common use of Winding Up; Liquidation Clause in Contracts

Winding Up; Liquidation. After the occurrence of an event requiring winding up occurs, the Partners who have not withdrawn shall wind up the Partnership’s business and shall appoint a person as liquidator who shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as practicable after an event of withdrawal and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which winding up occurs or the final liquidation is completed, as applicable; (b) The liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances) or otherwise make adequate provision for them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (c) Settle the accounts among the Partners as follows: (i) The liquidator may sell any or all of the remaining Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) With respect to all remaining Partnership property that has not been sold, the Fair Market Value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the Fair Market Value of that property on the date of termination; (iii) Remaining Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and (iv) Any remaining Partnership property shall be distributed in proportion to the Partner’s percentage interest in the Partnership. All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section I paragraph 2. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Winding Up; Liquidation. After the occurrence of an event requiring winding up occurs, the Partners who have not withdrawn shall wind up the Partnership’s business and shall appoint a person Except as liquidator who shall proceed diligently to wind up the affairs of the Partnership and make final distributions as otherwise provided in this Agreement, upon dissolution of the Partnership, the Partners shall liquidate the assets of the Partnership, apply and distribute the proceeds thereof as contemplated by this Agreement and cause the cancellation of the Partnership's Certificate of Formation. The costs As soon as possible after the dissolution of liquidation the Partnership, a full account of the assets and liabilities of the Partnership shall be borne as taken, and a Partnership expense. The steps to statement shall be accomplished prepared by the liquidator are independent accountants then acting for the Partnership setting forth the assets and liabilities of the Partnership. A copy of such statement shall be furnished to each of the Partners within ninety (90) days after such dissolution. Thereafter, the assets shall be liquidated as followspromptly as is consistent with obtaining the fair value thereof and as shall be necessary to make timely the distributions described below; and, the proceeds from disposition of such assets shall be applied and distributed in the following order: (a) As promptly The Partnership shall pay its debts and its expenses of liquidation. The Partnership shall establish or continue any reserve which the Partners deem reasonably necessary for any liability to be satisfied in the future or for any contingent or unforeseen liability. The Partnership shall utilize such reserves for the payment of such liabilities and contingencies. At the expiration of such period as practicable after an event of withdrawal and again after final liquidationthe Partners shall reasonably deem advisable, the liquidator Partnership shall cause a proper accounting to be made of distribute the Partnership’s assetsbalance, liabilitiesif any, and operations through the last day of the calendar month in which winding up occurs or the final liquidation is completed, as applicable; (b) The liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances) or otherwise make adequate provision for them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities remaining in such amount and for such term as the liquidator may reasonably determinereserves in accordance with Section 10.2(b); and (cb) Settle the accounts among the Partners as follows: (i) The liquidator may sell any or all of the remaining Partnership property, including Subject to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) With respect to all remaining Partnership property that has not been soldSection 6.3 hereof, the Fair Market Value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized incomebalance, gainif any, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the Fair Market Value of that property on the date of termination; (iii) Remaining Partnership property shall be distributed among to the Partners in accordance with the their positive capital account balances of the PartnersCapital Account balances, as determined after taking into account all capital account Capital Account adjustments for the Company's taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and (iv) occurs. Any remaining Partnership property shall be distributed in proportion to the Partner’s percentage interest in the Partnership. All distributions in kind such distribution to the Partners in respect of their Capital Accounts shall be made subject to in compliance with the liability time requirements set forth in Section 1.704-1(b)(2)(iii)(b)(2) of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section I paragraph 2. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsRegulations.