Common use of Distributions in Cash or in Kind Clause in Contracts

Distributions in Cash or in Kind. Upon dissolution, the General Partner may in its discretion (a) liquidate all or a portion of the Partnership assets and apply the proceeds of such liquidation in the priorities set forth in Section 14.2 or (b) hire independent recognized appraisers to appraise the value of the Partnership assets not sold or otherwise disposed of (the cost of such appraisal to be considered a debt of the Partnership), allocate any unrealized gain or loss to the Partners' capital accounts as though the properties in question has been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in accordance with the priorities as set forth in Section 14.2. The General Partner may determine in its sole discretion whether undivided portions of assets distributed in kind will be distributed pro rata to Partners in accordance with their respective Partnership Interests at the time of dissolution; provided, however, that any distributions of unrealized receivables or substantially appreciated inventory within the meaning of Section 751 of the Internal Revenue Code shall be made proportionately to the Partners' Partnership Interests at the time of dissolution unless the Partners otherwise unanimously agree. In the case of any distribution in kind of Partnership assets under this Section to a Partner, the value of the asset determined by the appraisal as provided above shall be applied against the Partner's capital account.

Distributions in Cash or in Kind. Upon dissolution, the General Partner may in its discretion (a) liquidate all or a portion of the Partnership assets and apply the proceeds of such liquidation in the priorities set forth in Section 14.2 or (b) hire independent recognized appraisers to appraise the fair market value of the Partnership assets not sold or otherwise disposed of (the cost of such appraisal to be considered a debt of the Partnership), allocate any unrealized gain or loss to the Partners' ’ capital accounts as though the properties in question has had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in accordance with the priorities as set forth in Section 14.2. The General Partner may determine in its sole discretion whether undivided portions of assets distributed in kind will be distributed pro rata to Partners in accordance with their respective Partnership Interests at the time of dissolution or assets may be distributed otherwise in accordance with their respective Partnership Interests at the time of dissolution; provided, however, that any distributions of unrealized receivables or substantially appreciated inventory within the meaning of Section 751 of the Internal Revenue Code shall be made proportionately to the Partners' ’ Partnership Interests at the time of dissolution unless the Partners otherwise unanimously agree. To the extent practicable such distributions will take into account the interests of the Limited Partners. In the case of any distribution in kind of Partnership assets under this Section to a Partner, the fair market value of the asset determined by the appraisal as provided above shall be applied against the Partner's ’s capital account.

Distributions in Cash or in Kind. Upon dissolution, the General Partner may will, in its discretion Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73" accordance with the priorities as set forth in Section 15.2 (Distribution Upon Dissolution). The accordance with a plan of liquidation prepared by the General Partner and submitted to the Limited Partners for approval within 60 days of the date of the dissolution and approved by Limited Partners who combined own at least a majority of the Percentage Interests owned by Limited Partners immediately prior to dissolution (a) liquidate all or a portion of the Partnership assets and apply the proceeds of such liquidation in the priorities set forth in Section 14.2 or 15.2 and/or (b) hire an independent recognized appraisers appraiser to appraise the value of the Partnership assets not sold or otherwise disposed of (the cost of such appraisal to be considered a debt of the Partnership), allocate any unrealized gain or loss to the Partners' capital accounts Capital Accounts as though the properties in question has had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in accordance with the priorities as set forth in Section 14.2. The General Partner plan may determine in its sole discretion whether undivided portions of provide that some or all assets be distributed in kind will be distributed pro rata to Partners in accordance with their respective the priorities set forth in Section 15.2 (Distribution Upon Dissolution), in which case, the Partnership Interests at the time of dissolution; provided, however, that any distributions of unrealized receivables may distribute such assets individually or substantially appreciated inventory within the meaning of Section 751 of the Internal Revenue Code shall be made proportionately to the Partners' Partnership Interests at the time of dissolution unless the Partners otherwise unanimously agreeas undivided interests. In the case of any distribution in kind of Partnership assets under this Section section to a Partner, the value of the asset determined by the appraisal as provided above shall be applied against the Partner's capital accountCapital Account. The General Partner shall obtain such approval and implement the plan as promptly as is reasonable and prudent.

Distributions in Cash or in Kind. Upon dissolution, the General Partner may in its discretion (a) liquidate all or a portion of the Partnership assets and apply the proceeds of such liquidation in the priorities set forth in Section 14.2 of this Agreement or (b) hire independent recognized appraisers to appraise the value of the Partnership assets not sold or otherwise disposed of (the cost of such appraisal to be considered a debt of the Partnership), allocate any unrealized gain Income or loss Loss to the Partners' capital accounts as though ’ Capital Accounts in accordance with the properties in question has been sold on the date last sentence of distribution Section 5.1(a) and, after giving effect to any such adjustment, distribute said assets in accordance with the priorities as set forth in Section 14.214.2 of this Agreement. The General Partner may determine in its sole discretion whether undivided portions of assets distributed in kind will be distributed pro rata to Partners in accordance with their respective Partnership Interests at the time of dissolution or assets may be distributed otherwise in accordance with their respective Partnership Interests at the time of dissolution; provided, however, that any distributions of unrealized receivables or substantially appreciated inventory within the meaning of Section 751 of the Internal Revenue Code shall be made proportionately to the Partners' Partner’s Partnership Interests Interest at the time of dissolution unless the Partners otherwise unanimously agree. To the extent practicable such distributions will take into account the interest of the Limited Partners. In the case of any distribution in kind of Partnership assets under this Section to a Partner, the value of the asset determined by the appraisal as provided above shall be applied against the Partner's capital account’s Capital Account.