Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided under Alabama law; provided, however, that after payment of all Partnership debts, obligations and liabilities, there shall be distributed to each Partner the balance in its capital account, and the remaining assets of the Partnership, if any, shall be distributed in the manner provided for Sale Proceeds in Section 8.4 hereof; provided, however, that all such distributions to Partners with positive capital accounts shall be in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2), as amended from time to time, and any Partner with a negative capital account shall be required to restore such capital account in compliance with United States Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3), as amended from time to time. For purposes of this Section 12.2 only, the term “Partner” shall include the General Partner notwithstanding its resignation (if such resignation has occurred).
Winding Up of the Partnership. (a) The General Partner shall promptly notify the Limited Partners of any Dissolution Event. Upon dissolution, the Partnership’s business shall be liquidated in an orderly manner. The General Partner shall appoint a liquidating trustee to wind up the affairs of the Partnership pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Partnership Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Partners.
Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner shall take full account of the Partnership’s assets and liabilities and the assets shall either be liquidated as promptly as is consistent with obtaining the fair value thereof or shall be distributed in liquidation to the Partners in accordance with the provisions hereof. In the event of a liquidation of the assets, the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided in Section 17-804 of the Act; provided however, notwithstanding any provision to the contrary in this Agreement, whether in the event of a liquidation or a distribution of the assets in liquidation to the Partners, after payment of or creating adequate reserves to provide for all Partnership debts, obligations and liabilities, the assets of the Partnership, if any, shall be distributed in accordance with the Partners’ positive ending Capital Accounts after all allocations and other Capital Account adjustments are made for the taxable year. All Partnership assets shall be distributed by the later of (i) the last day of the tax year of the liquidation as defined in Treasury Regulation 1.704-1(b) (other than a technical termination under Code Section 708(b)(1)(B)) or (ii) 90 days after the liquidation.
Winding Up of the Partnership. Upon a dissolution of the Partnership, the General Partner or other Person appointed by the General Partner, shall take full account of the Partnership's assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof and as shall be necessary to timely make the distributions below described, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:
Winding Up of the Partnership. 16.1 Any of the Partners may at any time give 6 months’ notice of an intention to terminate their involvement in the Board. Should such notice be given all parties shall use their best endeavours to arrive at an alternative agreement or an agreed variation to this agreement.
Winding Up of the Partnership. (a) Upon dissolution, the Partnership's business shall be liquidated in an orderly manner. The General Partner shall be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If there shall be no General Partner, the remaining Partners may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Delaware Act and in any reasonable manner that the liquidator shall determine to be in the best interest of the Partners.
Winding Up of the Partnership. Upon dissolution of the Partnership as provided in Section 10.1, the Partnership shall be wound up, and the General Partner (or if there is no General Partner, a substitute General Partner elected by the Limited Partners) will take full account of the Partnership's assets and liabilities, the assets will be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in accordance with the provisions of Section 10.4. Notwithstanding the foregoing, the General Partner, with the consent of the Limited Partners, may determine not to sell all or any portion of the assets of the Partnership, in which event there shall be distributed to each of the Partners its interest in the remaining assets of the Partnership.
Winding Up of the Partnership. (a) Upon dissolution of the Partnership, the Liquidating Partner shall promptly wind up the affairs of the Partnership in accordance with the provisions of this Section 7.3. The Partnership shall engage in no further business except as may be necessary, in the reasonable discretion of the Liquidating Partner, to preserve the value of the Partnership's assets during the period of dissolution and liquidation.
Winding Up of the Partnership. Upon the dissolution of the Partnership, the proceeds from the liquidation of the assets of the Partnership and collection of the receivables of the Partnership together with assets distributed in kind, to the extent sufficient, shall be applied and distributed in the following order of priority:
Winding Up of the Partnership. Upon any winding up of the Partnership, the following shall be accomplished:
