Common use of Hypothetical Liquidation Clause in Contracts

Hypothetical Liquidation. The items of income, expense, gain and loss of the Partnership comprising Net Income or Net Loss for a Fiscal Year shall be allocated among the Persons who were Partners during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Partner at the end of such Fiscal Year to equal the difference (which may be negative) between: (i) the hypothetical distribution (if any) that such Partner would receive if, on the last day of the Fiscal Year, (A) all the Partnership’s assets, including cash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year, (B) all the Partnership’s liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the Gross Asset Value of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Article 3 of the Agreement, over (ii) the sum of (A) the amount, if any, which such Partner is obligated to contribute to the capital of the Partnership, (B) such Partner’s share of the Partnership Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such Partner’s share of Partner Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed immediately prior to the hypothetical sale described in Section 1.2(a)(i) of this Exhibit.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Partnership comprising Net Income Profits or Net Loss Losses for a Fiscal Year an Allocation Period shall be allocated among the Persons who were Partners during such Fiscal Year Allocation Period in a manner that willshall, as nearly as possible, cause the Capital Account balance of each Partner at the end of such Fiscal Year to equal the difference excess (which may be negative) betweenof: (iA) the amount of the hypothetical distribution (if any) that such Partner would receive if, on the last day of the Fiscal Year, (Ax) all the Partnership’s assets, including cash, Partnership assets were sold for cash equal to their respective Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year, (By) all the Partnership’s Partnership liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or any Partner Nonrecourse Debt with respect to such Partner, to the Gross Asset Value Values of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Article 3 of the Agreement, Section 10.2 hereof; over (iiB) the sum of (Ax) the amount, if any, which without duplication, that such Partner is would be obligated to contribute to the capital of the Partnership, (By) such Partner’s share of the Partnership Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Partner’s share of Partner Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-1.704 2(i)(5), all computed immediately prior to as of the hypothetical sale described in Section 1.2(a)(i5.3(a)(ii)(A) of this Exhibit.hereof;

Hypothetical Liquidation. The items of income, expense, gain and loss of the Partnership Company comprising Net Income or Net Loss for a Fiscal Taxable Year shall be allocated among the Persons persons who were Partners Members during such Fiscal Taxable Year in a manner that willshall, as [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. nearly as possible, cause the Capital Account balance of each Partner Member at the end of such Fiscal Taxable Year to equal the difference excess (which may be negative) betweenof: (i) the amount of the hypothetical distribution (if any) that such Partner Member would receive if, on the last day of the Fiscal Taxable Year, (A) all the Partnership’s assets, including cash, Company assets were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Taxable Year, (B) all the Partnership’s Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or any Member Nonrecourse Debt in respect of such Member, to the Gross Asset Value Values of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Article 3 of the Agreement, XI over; (ii) the sum of (A) the amount, if any, which without duplication, that such Partner is Member would be obligated to contribute to the capital of the PartnershipCompany, (B) such PartnerMember’s share of the Partnership Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (C) such PartnerMember’s share of Partner Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-1.704 2(i)(5), all computed immediately prior to as of the hypothetical sale described in Section 1.2(a)(i) of this Exhibit.13.02(a)(i);

Hypothetical Liquidation. The items of income, expense, gain and loss of the Partnership Company comprising Net Income or Net Loss for a Fiscal Year shall be allocated among the Persons who were Partners Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Partner Member at the end of such Fiscal Year to equal the difference excess (which may be negativenegative ) betweenof: (i) the hypothetical distribution (if any) that such Partner Member would receive if, on the last day of the Fiscal Year, (Ax) all the Partnership’s Company assets, including cash, were sold for cash in an amount equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year, (By) all the Partnership’s Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or Member Nonrecourse Debt in respect of such Member, to the Gross Asset Value of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Article 3 of the AgreementSection 4.1(b) and Section 10.2, over (ii) the sum of (Ax) the amount, if any, which such Partner Member is obligated to contribute to the capital of the PartnershipCompany, (By) such PartnerMember’s share of the Partnership Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such PartnerMember’s share of Partner Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed immediately prior to the hypothetical sale described in Section 1.2(a)(i4.3(a)(i) of this Exhibitabove.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Partnership comprising Net Income Profits or Net Loss Losses for a Fiscal Year an Allocation Period shall be allocated among the Persons who were Partners during such Fiscal Year Allocation Period in a manner that willshall, as nearly as possible, cause the Capital Account balance of each Partner at the end of such Fiscal Year Allocation Period (after taking into account any positive adjustment to such Partner’s Capital Account resulting from such Partner’s right to receive a guaranteed payment in the form of Units) to equal the difference excess (which may be negative) betweenof: (iA) the amount of the hypothetical distribution (if any) that such Partner would receive if, on the last day of the Fiscal YearAllocation Period, (Ax) all the Partnership’s assets, including cash, Partnership assets were sold for cash equal to their respective Gross Asset Values, taking into account any adjustments thereto for such Fiscal YearAllocation Period, (By) all the Partnership’s Partnership liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liabilityNonrecourse Liability or any Partner Nonrecourse Debt with respect to such Partner, to the Gross Asset Value Values of the assets securing such liability), and (Cz) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Article 3 of the Agreement, Section 10.2 hereof; over (iiB) the sum of (Ax) the amount, if any, which without duplication, that such Partner is would be obligated to contribute to the capital of the Partnership, (By) such Partner’s share of the Partnership Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g), and (Cz) such Partner’s share of Partner Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulations Section 1.704-1.704 2(i)(5), all computed immediately prior to as of the hypothetical sale described in Section 1.2(a)(i5.3(a)(ii)(A) of this Exhibit.hereof;