Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series E Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series A Preferred Units, Series C Preferred Units and Series D Preferred Units as to which the Series E Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series E Preferred Units. If in the year of such liquidation and winding up, or sale, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Liquidation Value of such Series E Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to the Series E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12 (b)(iv), Section 5.14(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Liquidation Value of such Series E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series E Preferred ...
Liquidation Value. (a) In the event of any liquidation, dissolution or winding up of the Partnership, either voluntary or involuntary (a “Liquidation Event”), after payment or provision for the liabilities of the Partnership (including the expenses of such event) and the satisfaction of any claims ranking senior to the Class A Preferred Units, the holders of the Class A Preferred Units shall be entitled to receive, out of the assets of the Partnership or proceeds thereof available for distribution to unit holders, prior to, and in preference to, any payment or distribution of any assets of the Partnership to the holders of any Junior Units, an amount equal to the Liquidation Preference per Class A Preferred Unit plus all accumulated but unpaid Preferred Distributions, taking into account any limitations on the payment of Preferred Distributions as a result of the proviso in the first sentence of Section 3(a) (collectively, the “Liquidation Value”). If the assets of the Partnership available for distribution in respect of Class A Preferred Units are less than the aggregate Liquidation Value of all outstanding Class A Preferred Units, such distributions shall be made to the holders of the Class A Preferred Units pro rata, based on the aggregate Liquidation Value to which each holder of Class A Preferred Units is entitled pursuant to this Section 4(a). The foregoing shall not affect any rights which holders of Class A Preferred Units may have to monetary damages.
(b) Upon a Liquidation Event, after each holder of Class A Preferred Units receives a payment equal to the Liquidation Value of its Class A Preferred Units, such holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c) If the assets of the Partnership available for distribution upon a Liquidation Event are insufficient to pay in full the aggregate amount payable to the holders of all Class A Preferred Units and the holders of any other outstanding Parity Units that rank equally with the Class A Preferred Units, such assets shall be distributed to the holders of the Class A Preferred Units and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Section 4.
(d) Nothing in this Section 4 shall be understood to entitle the holders of Class A Preferred Units to be paid any amount upon the occurrence of a Liquidation Event until holders of any classes or series of Units ra...
Liquidation Value. The merger values are based on the value of the underlying properties, which are essentially the same values that could be achieved by selling the partnerships' property interests and liquidating the partnerships at this time. In addition, we believe that the lump sum cash payment to each limited partner in the mergers is higher than what the limited partners would otherwise receive over the life of the partnership, assuming constant oil and gas commodity prices and operating costs and giving effect to the time value of money, for the following reasons: - The partnership agreements require cash distributions to be reduced by general and administrative expenses allocable to each partnership. The merger values reflect liquidation values based on reserve values that have not been reduced for general and administrative expenses. - The merger values are based upon current oil and gas prices. It is likely that oil and gas prices will vary often and possibly widely, as has been demonstrated historically, from the prices used to prepare these estimates. In that way, the merger values eliminate the potential loss in value due to lower oil and gas prices.
Liquidation Value. Stanxxx xxxiewed the liquidation value calculation prepared for each partnership by Pioneer USA. Such liquidation value was based upon sale of the reserves at the reserve value, less additional merger expenses estimated at 3% of reserve value. Stanxxx xxxerved that such merger expenses are intended to reflect Pioneer USA's estimate of the cost associated with brokers commissions on asset sales and the additional wind-down costs of the partnership. Stanxxx xxxerved that the liquidation value for each partnership ranged from % to % less than the merger values.
Liquidation Value. In the event of any liquidation, dissolution or winding up of the Partnership or the sale or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Holders of the Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to unit holders, prior and in preference to any distribution of any assets of the Partnership to the holders of any other existing or subsequently created Junior Units, an amount equal to the Face Value per Preferred Unit plus all unpaid Preferred Distributions (collectively, the “Liquidation Value”). The foregoing shall not affect any rights which Holders of Preferred Units may have to monetary damages.
Liquidation Value. As per Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2017, Resolution professional shall not disclose the Liquidation Value of the Corporate Debtor to anyone except members of Committee of Creditors. The Receiving party shall not ask at any point of time to resolution professional to provide the liquidation value of the Corporate Debtor. Liquidation Value is confidential information and is not to be shared by Resolution Professional.
Liquidation Value. The Liquidation Value is defined as the difference between agreed PRICE and the New York Mercantile Exchange (NYMEX) nearby month closing price for #2 heating oil on day of liquidation. Propane will use Mt Belvieu.
Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series A Parity Securities (the Record Holders of which shall have a pari passu entitlement) or Series A Senior Securities), the positive value in each such holder’s Capital Account in respect of such Series A Preferred Units, after taking into account all Capital Account adjustments for the relevant taxable periods, including without limitation those provided for under Section 6.1(d)(xv).
Liquidation Value. Notwithstanding anything to the contrary in this Agreement, in the event of any liquidation, dissolution or winding up of the Partnership, either voluntary or involuntary, (i) the holders of the Class D Units shall be entitled to receive, out of the assets of the Partnership available for distribution to Unitholders, prior and in preference to any distribution of any assets of the Partnership to the holders of any class or series of Units other than the Series 1 Preferred Units and the Class E Units, the positive value in each such holder’s Capital Account in respect of such Class D Units; provided, however, that, as of the Class D Unit Issuance Date, the holders of the Class D Units shall only be entitled to such preference with respect to 20% of the Class D Unit Notional Value, with such percentage being increased by an additional 20% of the Class D Unit Notional Value on each anniversary of the Class D Unit Issuance Date in 2015, 2016, 2017 and 2018, resulting in a preference in liquidation equal to 100% of the Class D Unit Notional Value on the fourth anniversary of the Class D Unit Issuance Date; and (ii) items of Partnership income, gain, loss and deduction shall be allocated to the Class D Units so as to cause, to the maximum extent possible, the Capital Account in respect of each Class D Unit to equal the Class D Unit Notional Value.
Liquidation Value. Notwithstanding anything in this Agreement to the contrary, in the event of any liquidation and winding up of the Partnership under Section 12.4 or a Significant Event, the holders of the Class B Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, equal in right to the holders of Common Units and prior and in preference to any distribution of any assets of the Partnership to the holders of Subordinated Units, the positive value in each such holder’s Capital Account in respect of such Class B Units, determined after allocating items of income, gain, loss and deduction for the current tax period (and if necessary, any prior period(s) with respect to which IRS Form 1065 are not yet due, excluding extensions, and not yet filed and for which Schedule K-1s have not been distributed to any Partners for such period(s)) so that, to the maximum extent possible, each such holder’s Capital Account is equal to the amount that would be distributed to such holder if the amounts were distributed as follows:
(A) First, to each Class B Unit, an amount equal to the Class B Non-Converted Liquidation Accrual through such date; and
(B) Second, to each Class B Unit and each Common Unit, pro rata, on a per unit basis (not taking into account the number of Common Units into which each Class B Unit could be converted) until the amount distributed to each such Unit equals the Class B Issue Price.
(C) Subject to Section 5.12(b)(iv)(D) and (E), no other allocation pursuant to this Agreement shall reverse the effect of the allocations set forth in Section 5.12(b)(iv)(A) through (B) such that the Capital Account in respect of any Class B Unit or Common Unit then Outstanding would be less than its Capital Account immediately after the application of Section 5.12(b)(iv)(A) through (B).
(D) Immediately after such allocations pursuant to Section 5.12(b)(iv)(A) through (B) have been made, Net Termination Gain or Net Termination Loss shall be allocated to the Partners and Assignees pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the holders of the Class B Units shall become entitled to receive any distributions in the amount of their Capital Account balances and shall have the status of, and shall be entitled to all remedies available to, an unsecured creditor of the Partnership, and, except as provided in Section 5.12(b)(iv)(E), such ...
