Common use of Compliance with Certain Requirements Clause in Contracts

Compliance with Certain Requirements. In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(iii)(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 taxable 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). With the approval of the Partners, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to Section 12.2(c) may be: (a) distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, 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; provided, however, that the assets of any such trust may be distributed to the Partners from time to time, in the reasonable discretion of the Partners, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 12.2(c); or (b) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; provided, however, that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 12.3(a) or withheld to provide a reserve pursuant to Section 12.3(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to such amounts immediately prior to distributions being made pursuant to Section 12.2.

Compliance with Certain Requirements. In the event the ------------------------------------ Partnership is “"liquidated” " within the meaning of Regulations Section 1.704-1.704- 1(b)(2)(iii)(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 's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the taxable 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). With the approval of the Partners, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to Section 12.2(c) may be: (a) distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, 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; provided, however, that the assets of any such trust may be distributed to the Partners from time to time, in the reasonable discretion of the Partners, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 12.2(c); or (b) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; provided, however, that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 12.3(a) or withheld to provide a reserve pursuant to Section 12.3(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to such amounts immediately prior to distributions being made pursuant to Section 12.2.

Compliance with Certain Requirements. In the event the Partnership Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(iii)(g1.704 -1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Article XIII to the Partners who have positive Capital Accounts Members in compliance accordance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if their Percentage Interests. 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 taxable 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 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)Company or to any other Person for any purpose whatsoever. With In the approval discretion of the PartnersLiquidator, a pro rata portion of the distributions that would otherwise be made to the Partners Members pursuant to Section 12.2(c) this Article 11 may be: (a) distributed Distributed to a trust established for the benefit of the Partners solely Members for the purposes of liquidating Partnership PropertyCompany 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 Partnership; provided, however, that the Company. The assets of any such trust may shall be distributed to the Partners Members from time to time, in the reasonable discretion of the PartnersLiquidator, in the same proportions as the amount distributed to such trust by the Partnership Company would otherwise have been distributed to the Partners Members pursuant to Section 12.2(c)11.3 hereof; or (b) withheld Withheld to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to allow for the collection of reflect the unrealized portion of any installment obligations owed to the Partnership; providedCompany, however, provided that such withheld amounts shall be distributed to the Partners Members as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners Members that is instead distributed to a trust pursuant to Section 12.3(a11.4(a) or withheld to provide a reserve pursuant to Section 12.3(b11.4(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership Company had realized an expense equal to such amounts immediately prior to distributions being made pursuant to Section 12.211.3.

Compliance with Certain Requirements. In the event the Partnership Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(iii)(g1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Article XIII to the Partners who have positive Capital Accounts Members in compliance accordance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if their Percentage Interests. 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 taxable 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 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)Company or to any other Person for any purpose whatsoever. With In the approval discretion of the PartnersLiquidator, a pro rata portion of the distributions that would otherwise be made to the Partners Members pursuant to Section 12.2(c) this Article 11 may be: (a) distributed Distributed to a trust established for the benefit of the Partners solely Members for the purposes of liquidating Partnership PropertyCompany 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 Partnership; provided, however, that the Company. The assets of any such trust may shall be distributed to the Partners Members from time to time, in the reasonable discretion of the PartnersLiquidator, in the same proportions as the amount distributed to such trust by the Partnership Company would otherwise have been distributed to the Partners Members pursuant to Section 12.2(c)11.3 hereof; or (b) withheld Withheld to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to allow for the collection of reflect the unrealized portion of any installment obligations owed to the Partnership; providedCompany, however, provided that such withheld amounts shall be distributed to the Partners Members as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners Members that is instead distributed to a trust pursuant to Section 12.3(a11.4(a) or withheld to provide a reserve pursuant to Section 12.3(b11.4(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership Company had realized an expense equal to such amounts immediately prior to distributions being made pursuant to Section 12.211.3.