Common use of Winding Up of the Partnership Clause in Contracts

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 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 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.. XI. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

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 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.. XI. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

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.. XI. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,

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 ail 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.. XI. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS,