Liquidation of Partnership Assets. (A) Subject to Section 10.2(E), in the event of dissolution pursuant to Section 10.1, the Partnership shall continue solely for purposes of winding up the affairs of, achieving a final termination of, and satisfaction of the creditors of, the Partnership. The General Partner (or, if there is no General Partner remaining, any Person elected by a majority in interest of the Limited Partners (the “Liquidator”)) shall be responsible for oversight of the winding up and dissolution of the Partnership. The Liquidator shall obtain a full accounting of the assets and liabilities of the Partnership and such Partnership Assets shall be liquidated (including, at the discretion of the Liquidator, in exchange, in whole or in part, for REIT Shares) as promptly as the Liquidator is able to do so without any undue loss in value, with the proceeds therefrom applied and distributed in the following order:
Liquidation of Partnership Assets. (a) Upon the dissolution of the Partnership, a Person (which may include the General Partner) shall be appointed by the General Partner (or, if the General Partner has been dissolved, a majority in interest of the Limited Partners) to act as liquidator (the "Liquidator") to wind up the Partnership. The Liquidator shall be required to agree not to resign at any time without fifteen (15) days' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by the General Partner (or, if the General Partner has been dissolved, a majority in interest of the Limited Partners). Upon the resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within thirty (30) days thereafter, be approved by the General Partner (or, if the General Partner has been dissolved, a majority in interest of the Limited Partners). Except as expressly provided in this Section 8.2, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (provided that the Liquidator shall be subject to all applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent appropriate or necessary in the reasonable and good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required to complete the winding-up and liquidation of the Partnership as provided for herein.
Liquidation of Partnership Assets. (a) Upon dissolution of the Partnership, the General Partner shall promptly liquidate the business and administrative affairs of the Partnership, except that if the General Partner is unable to perform this function, or is unable to assign this function to another Person, a liquidator elected by Limited Partners whose Percentage Interests represent a majority of the total Percentage Interests of the Limited Partners shall liquidate the business and administrative affairs of the Partnership. The proceeds from liquidation shall be divided in the following manner:
Liquidation of Partnership Assets. (a) Distribution in final liquidation of the Partnership shall be made to Partners with positive Capital Account balances in proportion to such balances until such balances are reduced to zero.
Liquidation of Partnership Assets. In the event of a dissolution of the Partnership and the failure of the Partnership to be reconstituted under 69 75 Article XI, the Partnership shall be terminated. Upon such termination, a full accounting of the assets and liabilities shall be taken, the assets shall be liquidated, and the Capital Proceeds thereof shall be applied as follows:
Liquidation of Partnership Assets. 50 10.04 Time for Winding-Up ............................... 52 ARTICLE 11 - GENERAL PROVISIONS
Liquidation of Partnership Assets. 69 ARTICLE XI RECONSTITUTION
Liquidation of Partnership Assets. (A) In the event of dissolution pursuant to Section 10.1, the Partnership shall continue solely for purposes of winding up the affairs of, achieving a final termination of and satisfaction of the creditors of the Partnership. The General Partner or, if the General Partner has suffered an Involuntary Withdrawal, a liquidator or liquidating committee selected by Partners holding a majority of the Partnership Units (the General Partner or such liquidator or liquidating committee being sometimes hereinafter referred to as “Liquidator”) shall be responsible for oversight of the winding up and dissolution of the Partnership. The Liquidator shall obtain a full accounting of the assets and liabilities of the Partnership and such Partnership Assets shall be liquidated as promptly as the liquidator is able to do so with out any undue loss in value, with the proceeds therefrom applied and distributed in the following order:
Liquidation of Partnership Assets. (a) Subject to the provisions of subsection 10.03(e), in the event of dissolution pursuant to Section 10.01, the Partnership shall continue solely for purposes of winding up the affairs of, achieving a final termination of, and satisfaction of the creditors of, the Partnership. The Managing General Partner (or, if there is no Managing General Partner remaining, any Person elected by the affirmative vote of Partners constituting (i) the Required Founding Limited Partners and (ii) the holders of not less than two-thirds of all the Equity Interests then outstanding and not less than two-thirds of all Additional Equity Interests (if any) then outstanding (the "Liquidator")) shall be responsible for
Liquidation of Partnership Assets. 22 9.3. EFFECT OF TREASURY REGULATIONS.........................................23 9.4. TIME FOR WINDING-UP....................................................24
