Net Sale Proceeds. The proceeds realized by the Partnership upon the sale, exchange or other disposition of all or any substantial part of the Partnership property, net of expenses incident to such sale, the payment of any Partnership indebtedness secured by or related to any such assets and satisfaction of any right of any creditor of the partnership (other than a Partner) to receive such proceeds.
Net Sale Proceeds. Subject to Section 5.2(g), Net Sale Proceeds shall be distributed as follows:
(i) First, 100% to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date until the General Partner has received cumulative distributions under Section 5.2(a) and this Section 5.2(b), plus any amounts received in redemption of Partnership Units under Section 9.7 of this Agreement or otherwise, equal to the sum of the Stockholders’ 6% Return and the aggregate Capital Contributions made by the General Partner to the Partnership, determined by taking into account the dates on which all such Capital Contributions, distributions and redemptions were made; and
(ii) Second, (A) 85% to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date, and (B) 15% to the Special Limited Partner on the Partnership Record Date.
Net Sale Proceeds. Subject to the other provisions of this Article 5 and to the provisions of Sections 13.2 and 16.3, the General Partner shall cause the Partnership to distribute, on each Distribution Date, Net Sale Proceeds, determined by the General Partner in its sole discretion to the Limited Partners, the Special Limited Partner and the General Partner, as of the applicable Partnership Record Date, as follows:
(i) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(i) and Section 5.1(a)(i), an amount such that the Series A Preferred Return has been met with respect to each such Series A Redeemable Preferred Unit;
(ii) second, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(ii) and Section 5.1(b)(iii) the amount of their Allocable Capital Contributions with respect to the Real Estate Asset giving rise to such distribution;
(iii) third, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iii) and Section 5.1(b)(ii) cumulative amounts equal to the sum of the aggregate Allocable Capital Contributions made by such Partners for all Realized Investments;
(iv) fourth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received pursuant to this Section 5.1(b)(iv) an amount equal to the sum of the Allocable Expenses with respect to all Realized Investments, including the Realized Investment giving rise to such distribution;
(v) fifth, 100% to the Partners holding GP Units and Class A Units in proportion to their respective Percentage Interests until such Partners have received in the aggregate, pursuant to this Section 5.1(b)(v) and Section 5.1(b)(vi)(B), an amount such that the Priority Return has been met with respect to the Allocable Capital Contributions and Allocable Expenses distributed pursuant to Sections 5.1(b)(ii), 5.1(b)(iii) and 5.1(b)(iv); and
(vi) sixth, (A) fifteen percent (15%) to the Special Limited Partner, and (B) eighty-five percent (85%) to be further distributed as follows:
(1) first, 100% to the Partners holding Series A Redeemable Preferred Units in proportion to the...
Net Sale Proceeds. Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, and Section 5.2(g), Net Sale Proceeds shall be distributed as follows:
(i) First, 100% to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date until the General Partner has received cumulative distributions under Section 5.2(a) and this Section 5.2(b), plus any amounts received in redemption of Partnership Units under Section 9.7 of this Agreement or otherwise, equal to the sum of the Stockholders’ 6% Return and the aggregate Capital Contributions made by the General Partner to the Partnership, determined by taking into account the dates on which all such Capital Contributions, distributions and redemptions were made; and
(ii) Second, (A) 85% to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date, and (B) 15% to the Special Limited Partner on the Partnership Record Date.
Net Sale Proceeds. Subject to the provisions of Sections 5.1F, 5.1G, 5.3, 5.4, 12.2B and 13.2, Net Sale Proceeds shall be distributed as follows:
(1) First, 100% to the Partners holding OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units until the Net Investment Balance is zero;
(2) Second, 100% to the Partners holding OP Units in proportion to each such Partner’s respective Percentage Interest with respect to such OP Units until such Partners have received in the aggregate, pursuant to this Section 5.1B(2) and Section 5.1A, an amount such that the Priority Return Balance is zero; and
(3) Thereafter, (a) 15% to the Special Limited Partner and (b) 85% to the Partners holding OP Units in proportion to their respective Percentage Interests with respect to such OP Units.
Net Sale Proceeds. Subject to the rights, if any, of the holders of any Preferred Units and Section 5.2(g), Net Sale Proceeds shall be distributed as follows:
(i) First, 100% to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date until the General Partner has received cumulative distributions under Section 5.2(a) and this Section 5.2(b), plus any amounts received in redemption of Partnership Units under Section 9.7 of this Agreement or otherwise, equal to the aggregate Capital Contributions made by the General Partner to the Partnership plus an amount equal to the Stockholders’ 6% Return, each determined by taking into account the dates on which all such Capital Contributions, distributions and redemptions were made;
(ii) Second, (A) 85% to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date, and (B) 15% to the Special Limited Partner on the Partnership Record Date, if the General Partner has received cumulative distributions under Section 5.2(a) and this Section 5.2(b), plus any amounts received in redemption of Partnership Units under Section 9.7 of this Agreement or otherwise, equal to the aggregate Capital Contributions made by the General Partner to the Partnership plus an amount equal to the Stockholders’ 6% Return, each determined by taking into account the dates on which all such Capital Contributions, distributions and redemptions were made.
Net Sale Proceeds the gross cash proceeds received by either Borrower or any other Credit Party from any Disposition, together with any cash payment received in respect of promissory notes or in respect of other non-cash consideration delivered to the Borrowers or such other Credit Party in respect thereof, minus the sum of (i) all reasonable legal, investment banking, regulatory, brokerage, accounting and other customary fees and expenses incurred in connection with such Disposition and paid to any Person other than a Credit Party or any Affiliate of any Credit Party and cash reserves established to fund indemnification or other retained liabilities, (ii) all Taxes actually paid in cash and all amounts provided as a reserve (in accordance with Generally Accepted Accounting Principles) against estimated taxes payable by the Borrowers in cash within the next 12 months as a result of such Disposition, and (iii) payments, including any premium or penalty, made by the Borrowers or such other Credit Party to retire Indebtedness (other than Advances) where such Indebtedness (x) relates to the property being disposed in such Disposition and (y) is required to be repaid in connection with such Disposition; provided, that to the extent and at the time any such reserve amounts described in clause (ii) are released from such reserve, such amounts shall constitute Net Sale Proceeds. Net Sale Proceeds shall not include, however, any exchange credit received in a tax deferred exchange of property.
Net Sale Proceeds. Except as otherwise provided for in Section 9.4 ----------------- hereof in connection with a dissolution and liquidation of the Partnership, and except for the potential reinvestment of Net Sale Proceeds as provided in Section 11.3(g) hereof, Net Sale Proceeds shall be distributed as follows: (a) first, to each Limited Partner holding Class B Units, in proportion to and to the extent of, the amount, if any, necessary to give each Limited Partner holding Class B Units an amount of Net Sale Proceeds equal to the excess Cash Available for Distribution received prior to the Allocation Date by each Limited Partner holding Class A Units under Section 9.1(a)(i) hereof, assuming said Limited Partners had purchased an equivalent number of Units on the same date; (b) then, to the Limited Partners until each Limited Partner has received Partnership distributions in an amount equal to the sum of his Capital Contribution, plus an amount equal to his Cumulative Distribution, less the sum of all prior distributions made to such Limited Partner; and (c) finally, eighty-five percent (85%) thereof to the Limited Partners and fifteen percent (15%) thereof to the General Partners." RECERTIFICATION Except as set forth above, the Partnership Agreement, as specifically amended hereby, shall continue and remain in full force and effect.
Net Sale Proceeds. With respect to any sale, conveyance, transfer or other disposition of any Real Estate by the Borrower or any of its Subsidiaries (each referred to for the purposes of this definition as a “disposition”), the aggregate cash payments or other cash equivalent financial instruments received by Borrower or such Subsidiary from such disposition (including, without limitation, cash received by way of deferred payment pursuant to a note receivable, conversion of non-cash consideration, cash payments in respect of purchase price adjustments or otherwise, but only as and when such cash is received), minus the direct out-of-pocket costs and expenses paid to unaffiliated third parties incurred in connection with such disposition.
Net Sale Proceeds. Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, Net Sale Proceeds shall be distributed 100% to the Partners who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date.
