Common use of Distributions in Cash or in Kind or a Winding Up Clause in Contracts

Distributions in Cash or in Kind or a Winding Up. Upon dissolution, the General Partner or the Liquidation Representative, as the case may be, may in its discretion (a) liquidate all or a portion of the Partnership assets and apply the proceeds of such liquidation in the manner set forth in Section 12.2 and/or (b) hire independent appraisers to appraise the value of Partnership assets not sold or otherwise disposed of (the cost of such appraisal to be considered a Partnership Expense) or determine the Fair Market Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Partners’ respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in the manner set forth in Section 12.2, provided that the General Partner or the Liquidation Representative shall in good faith attempt to liquidate sufficient Partnership assets to satisfy in cash the debts and liabilities described in Section 12.2. If a Limited Partner shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Limited Partner to be in violation of any law, regulation or order, such Limited Partner and the General Partner shall each use its good faith efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.

Distributions in Cash or in Kind or a Winding Up. Upon dissolution, the General Partner or the Liquidation Representative, as the case may be, Representative may in its sole and absolute discretion (a) liquidate all or a portion of the Partnership Company assets and apply the proceeds of such liquidation in the manner set forth in Section 12.2 13.2 and/or (b) hire independent appraisers to appraise the value of Partnership Company assets not sold or otherwise disposed of (the cost of such appraisal to be considered a Partnership Company Expense) or determine the Fair Market Book Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Partners’ Members respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in the manner set forth in Section 12.2, 13.2; provided that the General Partner or the Liquidation Representative shall in good faith attempt to liquidate sufficient Partnership Company assets to satisfy in cash the debts and liabilities described in Section 12.213.2. If a Limited Partner Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Limited Partner Member to be in violation of any law, regulation regulation, or order, such Limited Partner Member and the General Partner Liquidation Representative shall each use its good faith reasonable best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.

Distributions in Cash or in Kind or a Winding Up. Upon dissolution, the General Partner or the Liquidation Representative, as the case may be, may in its sole and absolute discretion (a) liquidate all or a portion of the Partnership assets and apply the proceeds of such liquidation in the manner set forth in Section 12.2 and/or (b) hire independent appraisers to appraise the value of Partnership assets not sold or otherwise disposed of (the cost of such appraisal to be considered a Partnership Expense) or determine the Fair Market Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Partners’ respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in the manner set forth in Section 12.2; provided, provided however, that the General Partner or the Liquidation Representative shall in good faith attempt to liquidate sufficient Partnership assets to satisfy in cash the debts and liabilities described in Section 12.2. If a Limited Partner shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Limited Partner to be in violation of any law, regulation or order, such Limited Partner and the General Partner shall each use its good faith commercially reasonable efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.