Common use of Distributions on Dissolution Clause in Contracts

Distributions on Dissolution. (a) In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order: (i) payment of creditors of the Partnership, including creditors who are Partners or former Partners; (ii) establishment of reserves as provided by the Liquidating Trustee to provide for contingent liabilities, if any; (iii) to the holders of Class A Units, pro rata in accordance with the holders' ownership of Class A Units, in an amount equal to the excess, if any, of (x) the Class A Liquidation Preference Distribution, over (y) the sum of all prior distributions to (iv) to the holders of Class A Units, pro rata in accordance with the holders' ownership of Class A Units, in an amount equal to the excess, if any, of (x) the total of all Class A RP Special Distributions that have accrued as of the date of payment of such liquidating distribution, less (y) the total of all previous distributions to the holders of Class A Units in respect of such Class A RP Special Distributions pursuant to Section 6.2(a) and this Section 8.2(a)(iv); and (v) to the holders of Units, including Class A Units, in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (ii) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the provisions of this Section 8.2(a). No Partner or holder of Units shall be liable to any other Partner or holder of Units for a deficit balance in its Capital Account. SECTION 10. Notwithstanding Section 6.16(d) of the Transaction Agreement, no restrictions on the transfer of the shares of Denver, Seattle or Lauderdale shall be enforced if and only to the extent that such restriction would cause Denver, Seattle or Lauderdale to fail to meet the requirements of Section 856(a)(2) of the Code. SECTION 11. As provided for in this Certificate of Admission and as otherwise necessary or appropriate to reflect the admission of the Contributing Parties to the Partnership, the Partnership Agreement is hereby amended effective as of the date first written above. Except as otherwise provided in this Certificate of Admission, each and every provision of the Partnership Agreement remains in full force and effect.

Distributions on Dissolution. (a) In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order: (i) payment of creditors of the Partnership, including creditors who are Partners or former Partners; (ii) establishment of reserves as provided by the Liquidating Trustee to provide for contingent liabilities, if any; (iii) to the holders of Class A OP Units, pro rata in accordance with the holders' ownership of Class A OP Units, in an amount equal to the excess, if any, of (xA) the Class A Liquidation Preference Distributioncumulative distributions under Section 8.2(a) of the Realty Partnership Agreement for an equivalent number of RP Ordinary Units from February 14, 1997 to the date on which a distribution under this Section 8.2(a) is made, over (yB) the sum of all prior distributions toto the holders of Class A OP Units pursuant to this Section 8.2(a)(iii); (iv) to the holders of Class A B OP Units, pro rata in accordance with the holders' ownership of Class A B OP Units, in an amount equal to the excess, if any, of (xA) the Class B Liquidation Preference Distribution, over (B) the sum of all prior distributions to holders of Class B OP Units pursuant to this Section 8.2(a)(iv); (v) to the holders of Class B OP Units, pro rata in accordance with the holders' ownership of Class B OP Units, in an amount equal to the excess, if any, of (A) the total of all Class A RP B Special Distributions that have accrued as of the date of payment of such liquidating distribution, less (yB) the total of all previous distributions made to the holders of Class A B OP Units in respect of such Class A RP B OP Special Distributions pursuant to Section 6.2(a) hereof and this Section 8.2(a)(iv8.2(a)(v); and (vvi) to the holders of Units, including Class A UnitsOP Units and the General Partner, in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periodsrespective holdings of OP Units. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (ii) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the provisions of this Section 8.2(a). No Partner or holder of OP Units shall be liable to any other Partner or holder of OP Units for a deficit balance in its Capital Account. SECTION 10. (b) Notwithstanding the provisions of Section 6.16(d8.2(a) hereof which require liquidation of the Transaction Agreement, no restrictions on the transfer assets of the shares of Denver, Seattle or Lauderdale shall be enforced if and only to the extent that such restriction would cause Denver, Seattle or Lauderdale to fail to meet the requirements of Section 856(a)(2) of the Code. SECTION 11. As provided for in this Certificate of Admission and as otherwise necessary or appropriate to reflect the admission of the Contributing Parties to the Partnership, but subject to the Partnership Agreement is hereby amended effective as order of the date first written above. Except as otherwise provided in this Certificate of Admissionpriorities set forth therein, each and every provision if prior to or upon dissolution of the Partnership Agreement remains the Liquidating Trustee determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidating Trustee may, in full force its sole and effectabsolute discretion, defer for a reasonable time liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners which are creditors of the Partnership) and/or, with the Consent of the Limited Partners, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 8.2(a) hereof, undivided interests in such Partnership assets as the Liquidating Trustee deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidating Trustee, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidating Trustee deems reasonable and equitable and to any agreements governing the operation of such -42- 48 properties at such time. The Liquidating Trustee shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Distributions on Dissolution. (a) In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order: (i) payment of creditors of the Partnership, including creditors who are Partners or former Partners; (ii) establishment of reserves as provided by the Liquidating Trustee to provide for contingent liabilities, if any; (iii) to the holders of Class A Units, pro rata in accordance with the holders' ownership of Class A Units, in an amount equal to the excess, if any, of (x) the cumulative distributions under Section 8.2(a) of the Realty Agreement for an equivalent number of RP Ordinary Units in the Realty Partnership from February 14, 1997 to the date on which a distribution under this Section 8.2(a) is made, over (y) the sum of all prior distributions to the holders of Class A Units pursuant to this Section 8.2(a)(iii); (iv) to the holders of Class B Units, pro rata in accordance with the holders' ownership of Class B Units, in an amount equal to the excess, if any, of (x) the Class B Liquidation Preference Distribution, over (y) the sum of all prior distributions toto holders of Class B Units pursuant to this Section 8.2(a)(iv); (ivv) to the holders of Class A B Units, pro rata in accordance with the holders' ownership of Class A B Units, in an amount equal to the excess, if any, of (x) the total of all Class A RP B OP Special Distributions that have accrued as of the date of payment of such liquidating distribution, less (y) the total of all previous distributions to the holders of Class A B Units in respect of such Class A RP B OP Special Distributions pursuant to Section 6.2(a) and this Section 8.2(a)(iv); and (v) to the holders of Units, including Class A Units, in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (ii) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the provisions of this Section 8.2(a). No Partner or holder of Units shall be liable to any other Partner or holder of Units for a deficit balance in its Capital Account. SECTION 10. Notwithstanding Section 6.16(d) of the Transaction Agreement, no restrictions on the transfer of the shares of Denver, Seattle or Lauderdale shall be enforced if and only to the extent that such restriction would cause Denver, Seattle or Lauderdale to fail to meet the requirements of Section 856(a)(2) of the Code. SECTION 11. As provided for in this Certificate of Admission and as otherwise necessary or appropriate to reflect the admission of the Contributing Parties to the Partnership, the Partnership Agreement is hereby amended effective as of the date first written above. Except as otherwise provided in this Certificate of Admission, each and every provision of the Partnership Agreement remains in full force and effect.