Investment Liquidity Amounts. Upon an Investment Liquidity Event and subject to Section 5.1F, the General Partner shall cause the Partnership to distribute the amount due to the Special Limited Partner pursuant to Section 5.1B(3)(a) in redemption of the Special Limited Partner Interest (the “Investment Liquidity Amount”). The Investment Liquidity Amount, which may be paid in the form of Class A REIT Shares, cash, a Note (an “Investment Liquidity Note”), or any combination thereof, shall be paid in one or more payments solely out of Net Sale Proceeds. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Investment Liquidity Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Investment Liquidity Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Investment Liquidity Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).
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Samples: Agreement (Steadfast Apartment REIT III, Inc.), Agreement (Steadfast Apartment REIT III, Inc.), Steadfast Apartment REIT III, Inc.
Investment Liquidity Amounts. Upon an Investment Liquidity Event and subject to Section 5.1F, the General Partner shall cause the Partnership to distribute the amount due to the Special Limited Partner pursuant to Section 5.1B(3)(a) in redemption of the Special Limited Partner Interest (the “Investment Liquidity Amount”). The Investment Liquidity Amount, which may be paid in the form of a Class A REIT Shares, cash, a Note (an a “Investment Liquidity Note”), or any combination thereof, shall be paid in one or more payments solely out of Net Sale Proceeds. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Investment Liquidity Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Investment Liquidity Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Investment Liquidity Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).
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Samples: Steadfast Apartment REIT III, Inc.
