Dissolution and Liquidation of the Partnership. SECTION 8.1 Events Causing Dissolution The Partnership shall terminate upon the happening of any of the following events:
Dissolution and Liquidation of the Partnership. 9.1 Events Causing Dissolution 37 9.2 Effect of Dissolution 38 9.3 Capital Contribution upon Dissolution 38 9.4 Liquidation 38 ARTICLE X BOOKS AND RECORDS, ACCOUNTING, INFORMATION RIGHTS, TAX ELECTIONS, ETC.
Dissolution and Liquidation of the Partnership. 8.1 Dissolution of the Partnership. The Partnership shall be dissolved upon:
Dissolution and Liquidation of the Partnership. 16 11.1 Early Termination of the Partnership. . . . . . . . . . . . . . . 16 11.2
Dissolution and Liquidation of the Partnership. (a) Upon commencement of the winding up of the Partnership, the General Partner shall liquidate the business and administrative affairs of the Partnership, except that, if the General Partner is unable to perform this function, a liquidator may be elected by the Designated Partner and upon such election such liquidator shall liquidate the Partnership. The foregoing is subject to any alternative appointment by the court upon the application of a Limited Partner or creditor pursuant to the [] Law. Subject to the [] Law, the liquidator shall use commercially reasonable efforts to dispose of or distribute all Partnership assets to the Partners within one year of commencement of the winding up of the Partnership. Capital Investment Profit, Capital Investment Loss, Operating Profit or Operating Loss during the Fiscal Years which include the period of liquidation shall be allocated pursuant to Section 3.4. The proceeds from liquidation shall be distributed in the following manner:
Dissolution and Liquidation of the Partnership. 10.1Events Causing Dissolution.
Dissolution and Liquidation of the Partnership. 23 11.1. Events Causing Dissolution . . . . . . . . . . . . . . 23 11.2. Liquidation . . . . . . . . . . . . . . . . . . . . . . 24
Dissolution and Liquidation of the Partnership. Section 8.01. Events Causing Dissolution....................................... 27 Section 8.02. Liquidation...................................................... 28
Dissolution and Liquidation of the Partnership. The dissolution and liquidation of the Partnership will involve the distribution to the Partners of the cash remaining after the sale of its assets, if any, and after payment of all the Partnership's debts and liabilities. If a Limited Partner receives cash in excess of the basis of his Units, such excess will be taxable as a gain. If a Limited Partner were to receive only cash upon dissolution and liquidation, he would recognize a loss to the extent, if any, that the adjusted basis of his Units exceeded the amount of cash received. No loss would be recognized if a Limited Partner were to receive property other than money, unrealized receivables and substantially appreciated inventory (as defined in Section 751 of the Code). There are a number of exceptions to these general rules, including but not limited to, the effect of a special basis election under Section 732(d) of the Code for a Limited Partner who may have acquired his Partnership interest within the two years prior to the dissolution, and the effects of distributing one kind of property to some Partners and a different kind of property to others as determined under Section 751 (b) of the Code. Because it is anticipated that only cash will be distributed upon liquidation, each prospective investor should consult his own tax advisor for a more detailed explanation of the tax consequences of receipt of assets other than cash upon liquidation.
Dissolution and Liquidation of the Partnership
