Common use of Distributions Upon Retirement Clause in Contracts

Distributions Upon Retirement. In the event that any portion of the Limited Partner's Interest is retired pursuant to Section 10.8(a) hereof, (x) the value of the Partnership's assets shall be determined in accordance with this Section 10.8(b) and the Gross Asset Values of all Partnership assets shall be adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value" as of the applicable Retirement Date, (y) Profits, Losses and other items of Partnership income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Retirement Date occurs and ending on the Retirement Date shall be allocated pursuant to Article III hereof. On the applicable Retirement Date, the Partnership shall distribute to the Limited Partner an amount of Partnership Property the aggregate Appraised Values of which, as of the Retirement Date, are, (A) in the event that the entire Interest of the Limited Partner is to be retired, equal to the positive balance in the Limited Partner's Capital Account as of the Retirement Date immediately after giving effect to the adjustments and allocations required by the first sentence of this Section 10.8(b) and as reflected on the statement of Capital Accounts provided to the Partners pursuant to Section 8.2(c)(ii), or (B) in all other cases, equal to the amount stated in the applicable Retirement Notice. (i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership assets pursuant to subparagraph (ii) or (iii) of the definition of "Gross Asset Value," the Appraised Value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i). (A) The Appraised Value of any Loan shall be equal to the par value of such Loan plus accrued interest thereon, if any; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Appraised Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Limited Partner (which consent shall not be unreasonably withheld). (B) The Appraised Value of the Schedule A Assets shall be determined by appraisal by a qualified appraiser appointed by the General Partner with the consent of the Limited Partner (which consent shall not be unreasonably withheld), using substantially the same valuation methodology as was used in determining the Gross Asset Values of the Schedule A Assets as of the Closing Date. (C) The Appraised Value of any cash shall be valued at its face value.

Distributions Upon Retirement. In the event that any a portion of the Limited Partner's ’s Interest in the Partnership is to be retired pursuant to this Section 10.8(a) hereof10.08, (x) the value of the Partnership's ’s assets shall be determined in accordance with this Section 10.8(b10.08(b)(i) hereof and the Gross Asset Values of all Partnership assets shall be adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value" Value in Section 1.10 hereof as of the applicable Retirement Date, and (y) Profits, Losses and other items of Partnership income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Retirement Date occurs and ending on the Retirement Date shall be allocated pursuant to Article III hereof. On the applicable Retirement Date, the Partnership shall distribute to the Limited Partner an amount of Partnership Property the aggregate Appraised Values of which, as of the Retirement Date, are, (A) in the event that the entire Interest of the Limited Partner is to be retired, equal to the positive balance in the Limited Partner's Capital Account as of the Retirement Date immediately after giving effect to the adjustments and allocations required by the first sentence of this Section 10.8(b) and as reflected on the statement of Capital Accounts provided to the Partners pursuant to Section 8.2(c)(ii), or (B) in all other cases, cash equal to the amount stated in the applicable Retirement Notice. (i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership assets pursuant to subparagraph (ii) or (iii) of the definition of "Gross Asset Value," Value in Section 1.10 hereof, the Appraised Value value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i) (the “Xxxx-to-Market Value”). (A) The Appraised Xxxx-to-Market Value of any Demand Loan shall be equal to the par value of such Loan plus accrued interest thereoninterest, if any; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Appraised Xxxx-to-Market Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Limited Partner (which consent shall not be reasonably withheld). (B) The Xxxx-to-Market Value of the Software Assets shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a division of The XxXxxx-Xxxx Companies, Inc., or, if Standard & Poor’s Corporate Value Consulting is unavailable or unwilling to do such appraisal, an Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Value of the Software Assets. (C) The Xxxx-to-Market Value of any Cash or Cash Equivalents shall be valued at their face value less unamortized discounts and plus unamortized premium, if any. (D) The Xxxx-to-Market Value of any Permitted Security shall be equal to its Market Value; provided, that the Market Value of any Term Note to Athenian shall be equal to the principal value of such note plus accrued and unpaid interest, if any; and provided further, that if there has occurred and is continuing any payment or other material default with respect to any such Note at the time such value is being determined, the Xxxx-to-Market Value of such Note shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Limited Partner (which consent shall not be unreasonably withheld). (BE) The Appraised Xxxx-to-Market Value of the Schedule A Assets Partnership Subsidiary Stock shall be determined equal to the aggregate Xxxx-to-Market Values of all Permitted Assets held by appraisal by a qualified appraiser appointed by the Partnership Subsidiary, adjusted to take into account liabilities of the Partnership Subsidiary, including liabilities for unpaid taxes and taxes accrued through the relevant valuation date but not yet due and payable. (ii) In the event that the General Partner with the consent has elected to retire a portion of the Limited Partner Partner’s Interest pursuant to Section 10.08(a) hereof, distributions shall be made to the Limited Partner, and such portion of the Limited Partner’s Interest shall be retired, at 11:00 a.m., Eastern Time, on the date (the “Retirement Date”) specified in the Retirement Notice, which consent date shall not be unreasonably withheld), using substantially less than five (5) Business Days or more than fifteen (15) Business Days after the same valuation methodology as date on which the Retirement Notice was used in determining the Gross Asset Values of the Schedule A Assets as of the Closing Dategiven pursuant to Section 10.08(a) hereof. (C) The Appraised Value of any cash shall be valued at its face value.

Distributions Upon Retirement. In the event that any portion of the a Limited Partner's ’s Interest in the Partnership is to be retired pursuant to this Section 10.8(a) hereof10.08, (x) the value of the Partnership's ’s assets shall be determined in accordance with this Section 10.8(b10.08(b)(i) hereof and the Gross Asset Values of all Partnership assets shall be adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value" Value in Section 1.10 hereof as of the applicable Retirement Date, and (y) Profits, Losses and other items of Partnership income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Retirement Date occurs and ending on the Retirement Date shall be allocated pursuant to Article III hereof. On In the event that all or any portion of a Limited Partner’s Interest in the Partnership is retired pursuant to this Section 10.08, on the applicable Retirement Date, the Partnership shall distribute to the such Limited Partner an amount of Partnership Property the aggregate Appraised Values of which, as of the Retirement Date, are, (A) in the event that the entire Interest of the such Limited Partner is to be retired, except to the extent otherwise provided in this Section 10.08(b), an amount of cash, equal to the positive balance in the such Limited Partner's ’s Capital Account as of the Retirement Date immediately after giving effect to the adjustments and allocations required by the first sentence of this Section 10.8(b10.08(b) and as reflected on the statement of Capital Accounts provided to the Partners pursuant to Section 8.2(c)(ii)8.02(d)(ii) hereof, or (B) in all other casesthe event that less than the entire Interest of such Partner is to be retired, equal to the amount stated in the applicable Retirement Notice. In the event that all or any portion of the Class B Limited Partner’s Interest in the Partnership is retired pursuant to this Section 10.08, on the applicable Retirement Date, the Partnership may distribute to the Class B Limited Partner Property having a Xxxx-to-Market Value equal to the amount of cash that otherwise would have been distributed to the Class B Limited Partner, provided that the Class B Limited Partner agrees to the specific distribution of Property in lieu of cash. (i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership assets pursuant to subparagraph (ii) or (iii) of the definition of "Gross Asset Value," Value in Section 1.10 hereof, the Appraised Value value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i) (the “Xxxx-to-Market Value”). (A) The Appraised Xxxx-to-Market Value of any Demand Loan shall be equal to the par value of such Loan plus accrued interest thereoninterest, if any; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Appraised Xxxx-to-Market Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Class A Limited Partner (which consent shall not be unreasonably withheld). (B) The Appraised Xxxx-to-Market Value of the Schedule A CMS Intangible Assets shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a qualified appraiser appointed by the General Partner with the consent division of the Limited Partner (which consent shall not be unreasonably withheld)The XxXxxx-Xxxx Companies or, if they are unavailable or unwilling to do such appraisal, an Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Values Value of the Schedule A Assets as of the Closing DateCMS Intangible Assets. (C) The Appraised Xxxx-to-Market Value of any cash Cash or Cash Equivalents shall be valued at their face value less unamortized discounts and plus unamortized premium, if any. (D) The Xxxx-to-Market Value of any Permitted Security shall be equal to its face valueMarket Value. (E) The Xxxx-to-Market Value of the Partnership Subsidiary Stock shall be equal to the aggregate Xxxx-to-Market Values of all Permitted Assets held by the Partnership Subsidiary. (F) The Xxxx-to-Market Value of any Leased Asset shall be determined pursuant to the Termination Values Column appended to or associated with the Individual Leasing Record to which such Leased Asset is subject and shall be an amount equal to the product of (1) the initial Gross Asset Value of such Leased Asset multiplied by (2) the percentage set forth in such Termination Values Column beside the “Period” representing the number of completed quarters of the Basic Term; provided that, (x) if any material default has occurred and is continuing with respect to such Individual Leasing Record or (y) such asset is not subject to an Individual Leasing Record, the Xxxx-to-Market Value of such Leased Asset shall be determined pursuant to Section 10.08(b)(i)(H) hereof and, if any material default has occurred and is continuing under the Master Lease, the Xxxx-to-Market Values of all Leased Assets shall be determined pursuant to Section 10.08(b)(i)(H) hereof. (G) In the event that it is necessary to determine the Xxxx-to-Market Value of any Leased Assets pursuant to this Section 10.08(b)(i), such value shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a division of The XxXxxx-Xxxx Companies, and if they are unavailable or unwilling to do such appraisal, an Alternative Appraiser.

Distributions Upon Retirement. In the event that any portion of a Member’s Interest in the Limited Partner's Interest Company is to be retired pursuant to this Section 10.8(a) hereof10.08, (x) the value of the Partnership's Company’s assets shall be determined in accordance with this Section 10.8(b10.08(b)(i) hereof and the Gross Asset Values of all Partnership Company assets shall be adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value" Value in Section 1.10 hereof as of the applicable Retirement Date, and (y) Profits, Losses and other items of Partnership Company income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Retirement Date occurs and ending on the Retirement Date shall be allocated pursuant to Article III hereof. On In the event that all or any portion of a Member’s Interest in the Company is retired pursuant to this Section 10.08, on the applicable Retirement Date, the Partnership Company shall distribute to the Limited Partner an amount of Partnership Property the aggregate Appraised Values of which, as of the Retirement Date, are, such Member (A) in the event that the entire Interest of the Limited Partner such Member is to be retired, except to the extent otherwise provided in this Section 10.08(b), an amount of cash, equal to the positive balance in the Limited Partner's such Member’s Capital Account as of the Retirement Date immediately after giving effect to the adjustments and allocations required by the first sentence of this Section 10.8(b10.08(b) and as reflected on the statement of Capital Accounts provided to the Partners Members pursuant to Section 8.2(c)(ii)8.02(d)(ii) hereof, or (B) in all other casesthe event that less than the entire Interest of such Member is to be retired, equal to the amount stated in the applicable Retirement Notice. In the event that all or any portion of a Class B Member’s Interest in the Company is retired pursuant to this Section 10.08, on the applicable Retirement Date, the Company may distribute to such Class B Member Property having a Xxxx-to-Market Value equal to the amount of cash that otherwise would have been distributed to such Class B Member, provided that such Class B Member agree to the specific distribution of Property in lieu of cash. (i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership Company assets pursuant to subparagraph (ii) or (iii) of the definition of "Gross Asset Value," Value in Section 1.10 hereof, the Appraised Value value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i) (the “Xxxx-to-Market Value”). (A) The Appraised Xxxx-to-Market Value of any Demand Loan shall be equal to the par value of such Loan plus accrued interest thereoninterest, if any; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Appraised Xxxx-to-Market Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner Managing Member with the consent of the Limited Partner Class A Member (which consent shall not be unreasonably withheld). (B) The Appraised Xxxx-to-Market Value of the Schedule A CMS Intangible Assets shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a qualified appraiser appointed by the General Partner with the consent division of the Limited Partner (which consent shall not be unreasonably withheld)The XxXxxx-Xxxx Companies or, if they are unavailable or unwilling to do such appraisal, an Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Values Value of the Schedule A Assets as of the Closing DateCMS Intangible Assets. (C) The Appraised Xxxx-to-Market Value of any cash Cash or Cash Equivalents shall be valued at their face value less unamortized discounts and plus unamortized premium, if any. (D) The Xxxx-to-Market Value of any Permitted Security shall be equal to its face valueMarket Value. (E) The Xxxx-to-Market Value of the Company Subsidiary Stock shall be equal to the aggregate Xxxx-to-Market Values of all Permitted Assets held by the Company Subsidiary. (F) The Xxxx-to-Market Value of any Leased Asset shall be determined pursuant to the Termination Values Column appended to or associated with the Individual Leasing Record to which such Leased Asset is subject and shall be an amount equal to the product of (1) the initial Gross Asset Value of such Leased Asset multiplied by (2) the percentage set forth in such Termination Values Column beside the “Period” representing the number of completed quarters of the Basic Term; provided that, (x) if any material default has occurred and is continuing with respect to such Individual Leasing Record or (y) such asset is not subject to an Individual Leasing Record, the Xxxx-to-Market Value of such Leased Asset shall be determined pursuant to Section 10.08(b)(i)(H) hereof and, if any material default has occurred and is continuing under the Master Lease, the Xxxx-to-Market Values of all Leased Assets shall be determined pursuant to Section 10.08(b)(i)(H) hereof. (G) In the event that it is necessary to determine the Xxxx-to-Market Value of any Leased Assets pursuant to this Section 10.08(b)(i), such value shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a division of The XxXxxx-Xxxx Companies, and if they are unavailable or unwilling to do such appraisal, an Alternative Appraiser. (ii) If all or any portion of the Class A Members’ Interests in the Company are retired prior to June 30, 2009, the Company shall pay to each Class A Member on the applicable Retirement Date cash in an amount equal to such Class A Member’s Early Liquidation Premium, if any. Amounts payable under this Section 10.08(b)(ii) shall be treated as guaranteed payments within the mean­ing of Code Section 707(c), shall be considered an expense of the Company for income tax purposes and an expense or capital item for financial reporting purposes, as the case may be, and shall not be considered a distribution of money to any Class A Member that would reduce its Capital Account. (iii) In the event that the Managing Member has elected to retire all or any portion of a Member’s Interest pursuant to Section 10.08(a) hereof, distributions shall be made to each Member, and such portion of each Member’s Interest shall be retired, at 3:00 p.m., Eastern Time, on the date (the “Retirement Date”) specified in the Retirement Notice, which date shall not be less than five (5) Business Days or more than fifteen (15) Business Days after the date on which the Retirement Notice was given pursuant to Section 10.08(a) hereof.

Distributions Upon Retirement. In the event that any portion of a Member’s Interest in the Limited Partner's Interest Company is to be retired pursuant to this Section 10.8(a) hereof10.08, (x) the value of the Partnership's Company’s assets shall be determined in accordance with this Section 10.8(b10.08(b)(i) hereof and the Gross Asset Values of all Partnership Company assets shall be adjusted pursuant to subparagraph (ii) of the definition of "Gross Asset Value" Value in Section 1.10 hereof as of the applicable Retirement Date, and (y) Profits, Losses and other items of Partnership Company income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Retirement Date occurs and ending on the Retirement Date shall be allocated pursuant to Article III hereof. On In the event that all or any portion of a Member’s Interest in the Company is retired pursuant to this Section 10.08, on the applicable Retirement Date, the Partnership Company shall distribute to the Limited Partner an amount of Partnership Property the aggregate Appraised Values of which, as of the Retirement Date, are, such Member (A) in the event that the entire Interest of the Limited Partner such Member is to be retired, except to the extent otherwise provided in this Section 10.08(b), an amount of cash, equal to the positive balance in the Limited Partner's such Member’s Capital Account as of the Retirement Date immediately after giving effect to the adjustments and allocations required by the first sentence of this Section 10.8(b10.08(b) and as reflected on the statement of Capital Accounts provided to the Partners Members pursuant to Section 8.2(c)(ii)8.02(d)(ii) hereof, or (B) in all other casesthe event that less than the entire Interest of such Member is to be retired, equal to the amount stated in the applicable Retirement Notice. In the event that all or any portion of a Class B Member’s Interest in the Company is retired pursuant to this Section 10.08, on the applicable Retirement Date, the Company may distribute to such Class B Member Property having a Xxxx-to-Market Value equal to the amount of cash that otherwise would have been distributed to such Class B Member, provided that such Class B Member agree to the specific distribution of Property in lieu of cash. (i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership Company assets pursuant to subparagraph (ii) or (iii) of the definition of "Gross Asset Value," Value in Section 1.10 hereof, the Appraised Value value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i) (the “Xxxx-to-Market Value”). (A) The Appraised Xxxx-to-Market Value of any Demand Loan shall be equal to the par value of such Loan plus accrued interest thereoninterest, if any; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Appraised Xxxx-to-Market Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner Managing Member with the consent of the Limited Partner Class A Member (which consent shall not be unreasonably withheld). (B) The Appraised Xxxx-to-Market Value of the Schedule A CMS Intangible Assets shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a qualified appraiser appointed by the General Partner with the consent division of the Limited Partner (which consent shall not be unreasonably withheld)The XxXxxx-Xxxx Companies or, if they are unavailable or unwilling to do such appraisal, an Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Values Value of the Schedule A Assets as of the Closing DateCMS Intangible Assets. (C) The Appraised Xxxx-to-Market Value of any cash Cash or Cash Equivalents shall be valued at their face value less unamortized discounts and plus unamortized premium, if any. (D) The Xxxx-to-Market Value of any Permitted Security shall be equal to its face valueMarket Value. (E) The Xxxx-to-Market Value of the Company Subsidiary Stock shall be equal to the aggregate Xxxx-to-Market Values of all Permitted Assets held by the Company Subsidiary. (F) The Xxxx-to-Market Value of any Leased Asset shall be determined pursuant to the Termination Values Column appended to or associated with the Individual Leasing Record to which such Leased Asset is subject and shall be an amount equal to the product of (1) the initial Gross Asset Value of such Leased Asset multiplied by (2) the percentage set forth in such Termination Values Column beside the “Period” representing the number of completed quarters of the Basic Term; provided that, (x) if any material default has occurred and is continuing with respect to such Individual Leasing Record or (y) such asset is not subject to an Individual Leasing Record, the Xxxx-to-Market Value of such Leased Asset shall be determined pursuant to Section 10.08(b)(i)(H) hereof and, if any material default has occurred and is continuing under the Master Lease, the Xxxx-to-Market Values of all Leased Assets shall be determined pursuant to Section 10.08(b)(i)(H) hereof. (G) In the event that it is necessary to determine the Xxxx-to-Market Value of any Leased Assets pursuant to this Section 10.08(b)(i), such value shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a division of The XxXxxx-Xxxx Companies, and if they are unavailable or unwilling to do such appraisal, an Alternative Appraiser. (ii) If all or any portion of the Class A Members’ Interests in the Company are retired prior to June 30, 2006, the Company shall pay to each Class A Member on the applicable Retirement Date cash in an amount equal to such Class A Member’s Early Liquidation Premium, if any. Amounts payable under this Section 10.08(b)(ii) shall be treated as guaranteed payments within the meaning of Code Section 707(c), shall be considered an expense of the Company for income tax purposes and an expense or capital item for financial reporting purposes, as the case may be, and shall not be considered a distribution of money to any Class A Member that would reduce its Capital Account. (iii) In the event that the Managing Member has elected to retire all or any portion of a Member’s Interest pursuant to Section 10.08(a) hereof, distributions shall be made to each Member, and such portion of each Member’s Interest shall be retired, at 3:00 p.m., Eastern Time, on the date (the “Retirement Date”) specified in the Retirement Notice, which date shall not be less than five (5) Business Days or more than fifteen (15) Business Days after the date on which the Retirement Notice was given pursuant to Section 10.08(a) hereof.