Common use of Compliance with Certain Requirements of Regulations Clause in Contracts

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. DEFICIT CAPITAL ACCOUNTS. In the event the Partnership Joint Sales Company is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g1(b) (2) (ii) (g), (a) distributions shall be made pursuant to this Article XIII Section 12 to the Partners Members who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and 1(b) (2) (ii) (b) if (2). If any Partner's Capital Account Member has a deficit balance in his Capital Account (after giving effect to all contributions, distributions, distributions and allocations for all taxable yearsAllocation Years, including the year Allocation Year during which such liquidation occurs), such Partner Member shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary Joint Sales Company with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3)the Joint Sales Company or to any other Person for any purpose whatsoever. In the discretion of the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the Partners Members pursuant to this Section 13.2 12 may be: (a) distributed Distributed to a trust established for the benefit of the Partners Members for the purposes of liquidating Partnership Joint Sales Company assets, collecting amounts owed to the PartnershipJoint Sales Company, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the PartnershipJoint Sales Company. The assets of any such trust shall be distributed to the Partners Members from time to time, in the reasonable discretion of the General PartnerLiquidator, in the same proportions as the amount distributed to such trust by the Partnership Joint Sales Company would otherwise have been distributed to the Partners Members pursuant to this AgreementSection 12.2 hereof; or (b) withheld Withheld to provide a reasonable reserve of Partnership for Joint Sales Company liabilities (contingent or otherwise) and to reflect the unreaLized unrealized portion of any installment obligations owed to the PartnershipJoint Sales Company, provided that such withheld amounts shall be distributed to the Partners Members as soon as practicable.

Compliance with Certain Requirements of Regulations. DEFICIT CAPITAL ACCOUNTS. In the event the Partnership Company 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 Section 10 to the Partners Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if . If any Partner's Capital Account Unit Holder has a deficit balance in his Capital Account (after giving effect to all contributions, distributions, distributions and allocations for all taxable yearsFiscal Years, including the year Fiscal Year during which such liquidation occurs), such Partner Unit Holder shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary Company with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3)the Company or to any other Person for any purpose whatsoever. In the discretion of the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the Partners Unit Holders pursuant to this Section 13.2 10 may be: : (a) distributed Distributed to a trust established for the benefit of the Partners Unit Holders for the purposes of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the PartnershipCompany. The assets of any such trust shall be distributed to the Partners Unit Holders from time to time, in the reasonable discretion of the General PartnerLiquidator, in the same proportions as the amount distributed to such trust by the Partnership Company would otherwise have been distributed to the Partners Unit Holders pursuant to this AgreementSection 10.2 hereof; or or (b) withheld Withheld to provide a reasonable reserve of Partnership for Company liabilities (contingent or otherwise) and to reflect the unreaLized unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld amounts shall be distributed to the Partners Unit Holders as soon as practicable.

Compliance with Certain Requirements of Regulations. DEFICIT CAPITAL ACCOUNTS. In the event the Partnership Company is "liquidated" within the meaning of Regulations Section 1.704-1.704 1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Article XIII Section 10 to the Partners Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1.704 1(b)(2)(ii)(b)(2), and (b) if . If any Partner's Capital Account Unit Holder has a deficit balance in his Capital Account (after giving effect to all contributions, distributions, distributions and allocations for all taxable yearsFiscal Years, including the year Fiscal Year during which such liquidation occurs), such Partner Unit Holder shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary Company with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3)the Company or to any other Person for any purpose whatsoever. In the discretion of the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the Partners Unit Holders pursuant to this Section 13.2 10 may be: : (a) distributed Distributed to a trust established for the benefit of the Partners Unit Holders for the purposes of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the PartnershipCompany. The assets of any such trust shall be distributed to the Partners Unit Holders from time to time, in the reasonable discretion of the General PartnerLiquidator, in the same proportions as the amount distributed to such trust by the Partnership Company would otherwise have been distributed to the Partners Unit Holders pursuant to this AgreementSection 10.2 hereof; or or (b) withheld Withheld to provide a reasonable reserve of Partnership for Company liabilities (contingent or otherwise) and to reflect the unreaLized unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld amounts shall be distributed to the Partners Unit Holders as soon as practicable.

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)(gl(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 1.704-1.704 1(b)(2)(ii)(b)(2), and (b) if any Partner's ' 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)(3l(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 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.