Winding Up of Partnership. Upon dissolution, the Partnership’s business shall be wound up in an orderly manner. The General Partner shall (unless the General Partner (or, if no General Partner, the remaining Limited Partners) elects to appoint a liquidating trustee) wind up the affairs of the Partnership pursuant to this Agreement. In winding up the Partnership, the General Partner or liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Act and in any reasonable manner that the General Partner or liquidating trustee shall determine to be in the best interest of the Partners or their successors-in-interest. The General Partner or liquidating trustee shall take full account of the Partnership’s Liabilities and Property and shall cause the Property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by Applicable Law, in the following order:
Winding Up of Partnership. Upon dissolution, the Partnership’s business will be wound up in an orderly manner. The General Partner shall be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If no General Partner remains, the Limited Partners holding more than 50% of the Capital Accounts may approve one or more Persons to act as the liquidator in carrying out the liquidation. Subject to the Delaware Act and Section 9.3, the liquidator shall dispose of or distribute all Partnership assets to the Partners as soon as reasonably practicable after dissolution.
Winding Up of Partnership. Upon dissolution of the Partnership, the General Partner then remaining (or if there is no remaining General Partner, Limited Partners owning a majority of the total Limited Partners' Partnership Interests), shall proceed with dispatch and without any unnecessary delay to wind up the business affairs of the Partnership, to sell or otherwise liquidate the Partnership assets and Partnership Property, and, after paying or duly providing for all liabilities to creditors of the Partnership, to distribute the net proceeds and any other liquid assets of the Partnership among the Partners in the manner set forth in Section 7.8 hereof.
Winding Up of Partnership. Upon the dissolution of the Partnership pursuant to this Article 11, (i) a Certificate of Cancellation shall be filed in such offices within the State as may be required or appropriate, and (ii) the Partnership business shall be wound up and its assets liquidated as provided in this Article 11. The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. The net proceeds resulting from such liquidation shall be distributed and applied pursuant to Section 9.3 of this Agreement. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership.
Winding Up of Partnership. The affairs of the Partnership shall be wound-up, its assets liquidated and the Partnership shall thereafter be dissolved, as soon as practicable, upon the earliest of (a “Winding-Up Event”):
Winding Up of Partnership. Upon the dissolution of the Partnership or its termination for any reason, the assets of the Partnership, after payment of liabilities, shall be converted into cash and the Capital Accounts adjusted for such sales and the proceeds distributed in the following manner:
Winding Up of Partnership. The parties acknowledge and agree that, as a result of the purchase of the Assigned Interest, the Partnership will be dissolved and wound-up as a matter of law and that, as a matter of law, all of the assets and all interests of the Partnership shall devolve upon Assignee as the sole partner as a matter of law. The Assignee, as the sole general partner of the Partnership, is hereby authorized and directed to take all actions and make all filings, consistent with this Agreement, to reflect such dissolution and devolution.
Winding Up of Partnership. Upon dissolution, the Partnership's business shall be wound up in an orderly manner. The General Partner shall be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If no general partner remains, the Limited Partners may approve one or more liquidators to act as the liquidator in carrying out such liquidation. Subject to the Act (and with respect to any distribution of assets, Section 6.7), the liquidator shall dispose of or distribute all Partnership assets to the Partners within one year following dissolution, except that such one-year period may be extended with the approval of the Limited Partners.
Winding Up of Partnership. Upon said transfer of OWER's rights and interests to CEHI, the Partnership's assets and liabilities shall be accounted for in the same manner as contemplated in a Partnership termination under Article IX, in order to determine what obligations, if any, are due CEHI from OWER. After said transfer and winding up of OWER's interests and obligations, OWER shall no longer have any interest (except nominally as may be necessary to continue the Partnership's existence) in the Partnership and all obligations and liabilities of the Partnership thereafter shall be borne by CEHI. The Partnership shall continue after said transfer only so long as necessary to permit CEHI to satisfy or assume the Partnership's obligations to the City under the Construction and Disposal Services Contracts. Thereafter, the Partnership shall terminate.
Winding Up of Partnership. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. The General Partner shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in accordance with the provisions of Section 8.5 hereof.
