Common use of Liquidating Distributions to Partners Clause in Contracts

Liquidating Distributions to Partners. (a) Liquidating distributions pursuant to Section 8.5(b) shall be made to the Partners pro rata in accordance with the positive balances in their respective capital accounts. (b) Liquidating distributions may be made in cash or in the form of property. In the event that any property is distributed to the Partners in kind pursuant to this Section, appropriate adjustments shall be made to the Partners’ capital accounts to take account of any variation between the adjusted tax basis and the fair market value of such property at the time of distribution. (c) Upon the liquidation of a Partner’s Interest, liquidating distributions with respect thereto shall be made on or before the later of the end of the Partnership’s taxable year (determined without regard to section 706(c)(2)(A) of the Code) in which such liquidation occurs or the 90th day after the date of such liquidation. For purposes of this subsection, a liquidation of a Partner’s Interest shall be deemed to occur upon the earlier of (1) the date upon which the Partnership is terminated pursuant to section 708(b)(1) of the Code, (2) the date upon which the Partnership ceases to be a going concern or (3) the date upon which there is a liquidation of the Partner’s Interest within the meaning of section 761(d) of the Code. (d) If the Partnership makes distributions in kind of the Partnership’s property that secures indebtedness, each of the Partners receiving the distribution of property subject to the indebtedness will be severally liable (as among each other, but not for the benefit of others) for its proportionate share of the indebtedness; provided, however, that (1) no Partner will be deemed to have assumed any liability on any indebtedness secured by property distributed to any Partner for which the Partner is not liable under the terms of the instrument creating the indebtedness and (2) the liability of each Partners to the other Partners for any indebtedness secured by property distributed to such Partner will be limited to the value of its interest in the property. Indebtedness secured by property distributed to Partners in kind need not be discharged out of the proceeds of the liquidation of the Partnership.

Liquidating Distributions to Partners. (a) Liquidating distributions pursuant to Section 8.5(b) shall be made to the Partners pro rata in accordance with the positive balances in their respective capital accounts. (b) Liquidating distributions may be made in cash or in the form of property. In the event that any property is distributed to the Partners in kind pursuant to this Section, appropriate adjustments shall be made to the Partners’ capital accounts to take account of any variation between the adjusted tax basis and the fair market value of such property at the time of distribution. (c) Upon the liquidation of a Partner’s Interest, liquidating distributions with respect thereto shall be made on or before the later of the end of the Partnership’s taxable year (determined without regard to section 706(c)(2)(A) of the Code) in which such liquidation occurs or the 90th day after the date of such liquidation. For purposes of this subsection, a liquidation of a Partner’s Interest shall be deemed to occur upon the earlier of (1) the date upon which the Partnership is terminated pursuant to section 708(b)(1) of the Code, (2) the date upon which the Partnership ceases to be a going concern or (3) the date upon which there is a liquidation of the Partner’s Interest within the meaning of section 761(d) of the Code. (d) If the Partnership makes distributions in kind of the Partnership’s property that secures indebtedness, each of the Partners receiving the distribution of property subject to the indebtedness will be severally liable (as among each other, but not for the benefit of others) for its proportionate share of the indebtedness; provided, however, that (1) no Partner will be deemed to have assumed any liability on any indebtedness secured by property distributed to any Partner for which the Partner is not liable under the terms of the instrument creating the 15 Limited Partnership Agreement (USAA Auto Owner L.P.) indebtedness and (2) the liability of each Partners to the other Partners for any indebtedness secured by property distributed to such Partner will be limited to the value of its interest in the property. Indebtedness secured by property distributed to Partners in kind need not be discharged out of the proceeds of the liquidation of the Partnership.

Liquidating Distributions to Partners. (a) Liquidating distributions pursuant to Section 8.5(b) shall be made to the Partners pro rata in accordance with the positive balances in their respective capital accounts. (b) Liquidating distributions may be made in cash or in the form of property. In the event that any property is distributed to the Partners in kind pursuant to this Section, appropriate adjustments shall be made to the Partners’ capital accounts to take account of any variation between the adjusted tax basis and the fair market value of such property at the time of distribution. (c) Upon the liquidation of a Partner’s Interest, liquidating distributions with respect thereto shall be made on or before the later of the end of the Partnership’s taxable year (determined without regard to section 706(c)(2)(A) of the Code) in which such liquidation occurs or the 90th day after the date of such liquidation. For purposes of this subsection, a liquidation of a Partner’s Interest shall be deemed to occur upon the earlier of (1) the date upon which the Partnership is terminated pursuant to section 708(b)(1) of the Code, (2) the date upon which the Partnership ceases to be a going concern or (3) the date upon which there is a liquidation of the Partner’s Interest within the meaning of section 761(d) of the Code. (d) If the Partnership makes distributions in kind of the Partnership’s property that secures indebtedness, each of the Partners receiving the distribution of property subject to the indebtedness will be severally liable (as among each other, but not for the benefit of others) for its proportionate share of the indebtedness; provided, however, that (1) no Partner will be deemed to have assumed any liability on any indebtedness secured by property distributed to any Partner for which the Partner is not liable under the terms of the instrument creating the 15 Limited Partnership Agreement indebtedness and (2) the liability of each Partners to the other Partners for any indebtedness secured by property distributed to such Partner will be limited to the value of its interest in the property. Indebtedness secured by property distributed to Partners in kind need not be discharged out of the proceeds of the liquidation of the Partnership.

Liquidating Distributions to Partners. (a) Liquidating distributions pursuant to Section 8.5(b) shall be made to the Partners pro rata in accordance with the positive balances in their respective capital accounts. (b) Liquidating distributions may be made in cash or in the form of property. In the event that any property is distributed to the Partners in kind pursuant to this Section, appropriate adjustments shall be made to the Partners’ ' capital accounts to take account of any variation between the adjusted tax basis and the fair market value of such property at the time of distribution. (c) Upon the liquidation of a Partner’s 's Interest, liquidating distributions with respect thereto shall be made on or before the later of the end of the Partnership’s 's taxable year (determined without regard to section 706(c)(2)(A) of the Code) in which such liquidation occurs or the 90th day after the date of such liquidation. For purposes of this subsection, a liquidation of a Partner’s 's Interest shall be deemed to occur upon the earlier of (1) the date upon which the Partnership is terminated pursuant to section 708(b)(1) of the Code, (2) the date upon which the Partnership ceases to be a going concern or (3) the date upon which there is a liquidation of the Partner’s 's Interest within the meaning of section 761(d) of the Code. (d) If the Partnership makes distributions in kind of the Partnership’s 's property that secures indebtedness, each of the Partners receiving the distribution of property subject to the indebtedness will be severally liable (as among each other, but not for the benefit of others) for its proportionate share of the indebtedness; provided, however, that (1) no Partner will be deemed to have assumed any liability on any indebtedness secured by property distributed to any Partner for which the Partner is not liable under the terms of the instrument creating the indebtedness and (2) the liability of each Partners to the other Partners for any indebtedness secured by property distributed to such Partner will be limited to the value of its interest in the property. Indebtedness secured by property distributed to Partners in kind need not be discharged out of the proceeds of the liquidation of the Partnership.