Hypothetical Liquidation Defined Sample Clauses

Hypothetical Liquidation Defined. In determining the amounts distributable to the Members under Section 9.2.

Hypothetical Liquidation Defined. In determining the amounts distributable to the Partners upon a hypothetical liquidation, the amount distributable to each Partner shall be equal to (i) the amount that each Partner would receive if (A) all of the Partnership’s assets were sold for their respective Gross Asset Values taking into account any adjustments to such Gross Asset Values for all prior periods; (B) all liabilities of the Partnership became due and were satisfied according to their terms; provided, however, that payments to any holder of a nonrecourse debt shall be limited to the Gross Asset Value of the assets securing repayment of such debt; and (C) the proceeds of such hypothetical sale were applied and distributed in accordance with Section 8.3 (without retention of any reserves); reduced by (ii) the share of Partnership Minimum Gain and the Partner Nonrecourse Debt Minimum Gain allocable to each Partner, each as determined pursuant to Section 1.704-2 of the Treasury Regulations, immediately prior to the hypothetical liquidation.

Hypothetical Liquidation Defined. In determining the amounts distributable to the Partners under Section 12.2 upon a hypothetical liquidation, it shall be presumed that (i) all of the Partnership’s assets are sold at their respective Book Values without further adjustment, (ii) payments to any holder of a nonrecourse debt are limited to the Book Value of the assets securing repayment of such debt, (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 12.2, and (iv) there will be permitted adjustments for any previously made special or regulatory allocations under Section 9.3 and Section 9.4, as appropriate under the circumstances in consultation with the Partnership’s tax advisors.