Adjustment of Basis of Partnership Property Sample Clauses

Adjustment of Basis of Partnership Property. In --------------------------------------------------------- the event of a distribution of Partnership property to a Partner or an assignment or other transfer (including by reason of death) of all or part of the interest of a Limited Partner in the Part- nership, at the request of a Partner, the General Partner, in his discretion, may cause the Partnership to elect, pursuant to Sec- tion 754 of the Code, or the corresponding provision of subse- quent law, to adjust the basis of the Partnership property as provided by Sections 734 and 743 of the Code.
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Adjustment of Basis of Partnership Property. In the event of a distribution of the Onshore Partnership’s property to a Partner or an assignment or other transfer (including by reason of death) of all or part of the Interest of a Partner in the Onshore Partnership, the General Partner, in its discretion, may cause the Onshore Partnership to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Onshore Partnership’s property as provided by Sections 734 and 743 of the Code. In connection with a withdrawal from the Onshore Partnership, each Limited Partner hereby agrees to promptly advise the Onshore Partnership of all details relating to such withdrawal that may be necessary for the Onshore Partnership to comply with its obligations under Section 734 of the Code, and will reimburse the Onshore Partnership for any expenses incurred by the Onshore Partnership with respect to any tax basis adjustments the Onshore Partnership may as a result be required to make; and the Limited Partner will provide the Onshore Partnership promptly upon request by the General Partner any information that the General Partner may deem necessary to allow the Onshore Partnership to comply with its obligation to make any basis adjustment required under Section 734 of the Code along with any other reasonably requested information that is related to such obligation.
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Adjustment of Basis of Partnership Property. In the event of a distribution of Partnership property to a Partner or an assignment or other transfer of all or part of the interest of the Limited Partner in the Partnership, at the request of the Limited Partner, the General Partner shall cause the Partnership to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Partnership property as provided by Sections 734 and 743 of the Code.
Sample 1

Related to Adjustment of Basis of Partnership Property

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • Title to Partnership Property All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership of such property. The Partnership shall hold its assets in its own name, except that its interests in Leases may be held in the name of the Program Manager as contemplated by the Program Agreement.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: a. Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; b. Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; c. Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership d. Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: a. Veto the General Partner’s Capital Call; b. Admission of either an additional Limited Partner of General Partner; c. Amendment of this Agreement; d. Consent to dissolution; e. Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following:

  • Contributed Property Notwithstanding any other provision of this Agreement, the Members shall cause depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or revalued by the Company to be allocated among the Members for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.

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