Partnership Termination. Section 708(b) of the Code provides that a partnership terminates for income tax purposes if there is a sale or exchange of 50% or more of the total interest in partnership capital and profits within a twelve-month period (although successive transfers of the same interest within a twelve-month period will be treated as a single transfer for this purpose). In the event of a termination, the Partnership's tax year would close and the Partnership would be treated for income tax purposes as if it had contributed all of its assets and liabilities to a "new" partnership in exchange for an interest in the "new" partnership. The Partnership would then be treated as making a distribution of the interests in the "new" partnership to the new partners and the remaining partners, followed by the liquidation of the Partnership. Because the "new" partnership would be treated as having acquired its assets on the date of the deemed contribution, a new depreciation recovery period would begin on such date, the Partnership's annual depreciation deductions over the next few years would be substantially reduced, and the Partnership would have greater taxable income (or less tax loss) than if no tax termination occurred. In addition, depreciation may be required to be allocated to those Limited Partners that have a higher tax basis. A tax termination of the Partnership would also terminate any partnership in which the Partnership holds a majority interest (50% or more). The Limited Partnership Agreement prohibits transfers of Units if a transfer, when considered with all other transfers during the same applicable twelve-month period, would cause a termination of the Partnership for tax purposes. The Purchaser believes that even if the maximum number of Units is purchased pursuant to the Offer, those transfers will not cause a tax termination of the Partnership.
Partnership Termination. Section 708(b) of the Code provides that a partnership terminates for income tax purposes if there is a sale or exchange of 50% or more of the total interest in partnership capital and profits within a twelve-month period (although successive transfers of the same interest within a twelve-month period will be treated as a single transfer for this purpose). Accordingly, it is possible that transfers of Units made pursuant to the Offer, in combination with other transfers made within twelve months of the Offer, will result in a termination of the Partnership. In the event of a termination, the Partnership's tax year would close and the Partnership would be treated for income tax purposes as if it had contributed all of its assets and liabilities to a "new" partnership in exchange for an interest in the "new" partnership. The Partnership would then be treated as making a distribution of the interests in the "new" partnership to the new partners and the remaining partners, followed by the liquidation of the Partnership. Because the "new" partnership would be treated as having acquired its assets on the date of the deemed contribution, a new depreciation recovery period would begin on such date, and the Partnership's annual depreciation deductions over the next few years would be substantially reduced, and the Partnership would have greater taxable income (or less tax loss) than if no tax termination occurred. In addition, depreciation may be required to be allocated to those Limited Partners that have a higher tax basis, such as the Purchaser. A tax termination will not affect a Limited Partner who sells all of his Units but will affect the taxation of a Limited Partner in respect of any Units retained after the date of the tax termination. A tax termination of the Partnership will also terminate any partnership in which the Partnership holds a majority interest (50% or more). The Limited Partnership Agreement prohibits transfers of Units if a transfer, when considered with all other transfers during the same applicable twelve-month period, would cause a termination of the Partnership for tax
Partnership Termination. The Partnership may terminate this Agreement upon written notice to Operator following the occurrence of any one or more of the following:
(a) the 20th anniversary of the Execution Date; provided, that any termination pursuant to this Section 4.3(a) shall not take effect until the later of (i) the date specified in the applicable notice and (ii) 180 days after the date of receipt by Operator of such notice;
(b) the Bankruptcy of Operator;
(c) an action constituting willful misconduct or, subject to Section 5.4(b), gross negligence on the part of Operator in connection with the performance of the Services that causes a material adverse effect on the operation or value of the Partnership Group or the Business, taken as a whole, as established by a final, non-appealable and binding decision of a court of competent jurisdiction in accordance with Section 7.1; or
(d) a default by Operator in the performance of any of its covenants or obligations under this Agreement, if:
(i) such default is capable of being cured, and such default is not cured within 45 days after written notice from the Partnership of the occurrence of such default (a “Default Notice”); provided, however, that if such default cannot be cured within such 45 day period, the defaulting Party shall have up to 90 days from receipt of such Default Notice to cure such default if such default is capable of being cured within such period and the defaulting Party proceeds diligently to cure such default; or
(ii) such default is not capable of being cured, such default resulted from a material breach by Operator in the performance of any of its material covenants or material obligations under this Agreement.
Partnership Termination. The Partnership shall terminate upon the first to occur of the following events:
(a) upon the written agreement of the Partners to terminate this Agreement:
(b) upon written notice by either Partner (the "Non-Defaulting Partner"), if the other Partner (the "Defaulting Partner") shall fail to perform its obligations hereunder, including without limitation the failure to make its share of Additional Contributions as required by Section 4.03 hereof (the "Default"), and such Default shall continue for a period of at least forty-five (45) days after written notice of such Default from the Non-Defaulting Partner to the Defaulting Partner;
(c) upon the permanent cessation or abandonment of the business of the Partnership;
(d) upon 12 months written notice of termination by either Partner; provided, however, that neither Partner may request termination under this Section 11.01(d) sooner than twelve (12) months following execution of the Agreement;
(e) if either Partner (i) shall voluntarily suspend or otherwise discontinue its business operations; (ii) shall become insolvent; (iii) shall become unable to pay or shall fail to pay generally its debts as such debts become due, or shall admit in writing such inability or such failure to pay generally its debts when due; (iv) shall make a general assignment for the benefit of its creditors or shall enter into a composition agreement with its creditors; (v) shall take or authorize any action preparatory to, or for the purpose of, commencing (in the capacity of debtor) a voluntary case under any applicable chapter of Title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (entitled "Bankruptcy"), or any future United States bankruptcy code or statute; or (vi) shall have possession of all or a substantial portion of its property taken by a custodian, receiver, trustee or assignee for the benefit of creditors, or shall consent to such possession;
(f) upon the acquisition by either Partner of all of the other Partner's interest in the Partnership in accordance with Section 10.02 hereof or otherwise;
(g) upon election by the non-selling Partner pursuant to Section 10.02 hereof; or
(h) upon expiration of this Agreement.
Partnership Termination. Section 708(b) of the Code provides that a partnership terminates for income tax purposes if there is a sale or exchange of 50% or more of the total interest in partnership capital and profits within a twelve-month period (although successive transfers of the same interest within a twelve-month period will be treated as a single transfer for this purpose). In the event of a termination, the Partnership's tax year would close and the Partnership would be treated for income tax purposes as if it had contributed all of its assets and liabilities to a "new" partnership in exchange for an interest in the "new" partnership. The Partnership would then be treated as making a distribution of the interests in the "new" partnership to the new partners and the remaining partners, followed by the liquidation of the Partnership. Because the "new" partnership would be treated as having acquired its assets on the date of the deemed contribution, a new depreciation recovery period would begin on such date, the Partnership's annual depreciation deductions over the next few years would be substantially reduced, and the Partnership would have greater taxable income (or less tax loss) than if no tax termination occurred. In addition, depreciation may be required to be allocated to those Limited Partners that have a higher tax basis. A tax termination of the Partnership would also terminate any partnership in which the Partnership holds a majority interest (50% or more). The Limited Partnership Agreement prohibits transfers of Units if a transfer would cause a termination of the Partnership for tax purposes. The Purchaser believes that even if the maximum number of Units is purchased pursuant to the Offer, those transfers will not cause a tax termination of the Partnership.
Partnership Termination. Each party hereto acknowledges that Xxxxxx Ltd. will be treated as terminated for federal income tax purposes under Section 708 of the Code as of the Closing. ARTICLE IV
Partnership Termination. One Planet Only may terminate the partnership unilaterally without having to motivate its decision. In such case, residual amounts standing on the partner account will be redeemed before permanent account closure. - The Partner may withdraw from the partner program unilaterally. Before closing his account, the partner must request payment of the amounts listed on his account. Once deregistration is effective, no amount shall be refunded to the partner account.
Partnership Termination. Upon the termination of the Partnership, this Agreement shall be terminated concurrently therewith, and KO Sub or its Affiliate and CCBCC shall enter into a management agreement providing for the management of the portion of the Business distributed to KO Sub or its Affiliates in the dissolution of the Partnership upon the same terms and conditions (including any CPI adjustment provision herein) as in effect at the time of the termination of the Partnership, except that KO Sub shall assume all of the authority of the Executive Committee under this Agreement. The Annual Business Plan adopted by KO Sub each year during the term of such agreement shall be substantially similar to the Annual Business Plans adopted in prior years. Such Agreement shall have a term of at least two years, but shall be terminable by KO Sub on sixty (60) days prior written notice. Following the termination of such management agreement, CCBCC shall cooperate in good faith with KO Sub in making available for employment by KO Sub or its Affiliates all employees of CCBCC or its Affiliates who are engaged in the operation of that portion of the Business then owned by KO Sub or its Affiliates.
Partnership Termination. 7.1. The term of this Agreement will begin upon your registration and shall continue until either party gives the other 25 Business Days’ written notice of termination.
7.2. The notification of the termination of cooperation should be sent via e-mail and/or postal mail to the registered address of the Partner’s affiliate program account.
