Compliance with Certain Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Article XIII to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if any Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to Section 13.2 may be:
(a) distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or
(b) withheld to provide a reasonable reserve of Partnership liabilities (contingent or otherwise) and to reflect the unreaLized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.
Compliance with Certain Requirements of Regulations. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made in accordance with Section 16.5. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 16 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to Section 16.5.
Compliance with Certain Requirements of Regulations. In the event AAC is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to Article XIV of the Limited Liability Company Agreement to the Members in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2).
Compliance with Certain Requirements of Regulations. Deficit Capital Accounts 64 Section 20.4 Deemed Contribution and Distribution 64 Section 20.5 Rights of Members 65 Section 20.6 Notice of Dissolution/Termination 65
Compliance with Certain Requirements of Regulations. In the event the --------------------------------------------------- Joint Venture is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Section to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). It is the expectation of the Partners that, as a result of the operation of the provisions of this Agreement for allocation of income and loss, distributions pursuant to Section 4.1, and keeping of Capital Accounts, upon a liquidation of the Joint Venture (including a deemed liquidation pursuant to the provisions of Section 12.2), the Capital Account of E will exceed the capital account of C by $10 million and E receive $10 million more than C pursuant to Section 13.2(c) (or if the Capital Account of E has been reduced at the time of the liquidation to an amount less than $10 million, and the Capital Account of C is zero or less, then E will receive all distributions made pursuant to Section 13.2(c)). Accordingly, the Partners agree that this Agreement shall be interpreted consistently with such expectation.
Compliance with Certain Requirements of Regulations. In the event the --------------------------------------------------- Partnership is "liquidated" within the meaning of Regulations Section 1.704- 1(b)(2)(ii)(g), (a) distributions shall be made pursuant to section 4.2 to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if any Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3).
Compliance with Certain Requirements of Regulations. In the event the Company is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article VII to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in such Unit Holder's Capital Account (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Manager, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Article VII may be:
(a) distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Manager, in the same proportions as the amount distributed to such trust by the Company otherwise would have been distributed to the Unit Holders pursuant to Section 7.2 hereof; or
(b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; provided, however, that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.
Compliance with Certain Requirements of Regulations. In the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of the Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company shall be deemed to liquidate by distributing interests in the new limited liability company to the Members.
Compliance with Certain Requirements of Regulations. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Section to the Members who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). It is the expectation of the Members that, as a result of the operation of the provisions of this Agreement for allocation of income and loss, distributions pursuant to Section 5.1, and keeping of Capital Accounts, upon a liquidation of the Company (including a deemed liquidation pursuant to the provisions of Section 13.2), the Capital Account of Eldorado will exceed the capital account of Galleon by $10 million and Eldorado receive $10 million more than Galleon pursuant to Section 14.2 (c) (or if the Capital Account of Eldorado has been reduced at the time of the liquidation to an amount less than $10 million, and the Capital Account of Galleon is zero or less, then Eldorado will receive all distributions made pursuant to Section 14.2(c)). Accordingly, the Members agree that this Agreement shall be interpreted consistently with such expectation.
Compliance with Certain Requirements of Regulations. In the event the Joint Venture is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Section to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2).
