Procedure for Distributions in Kind Sample Clauses

Procedure for Distributions in Kind. Prior to any in-kind distribution, the General Partner shall give written notice of such intended distribution to the Limited Partners (the “In-Kind Distribution Notice”). Notwithstanding anything in the Agreement to the contrary, a Limited Partner may elect not to receive an In-Kind Distribution (an “Electing Partner”). Such Electing Partner shall deliver to the General Partner a notice to such effect within two (2) Business Days after the Limited Partner receives the In-Kind Distribution Notice from the General Partner. In any such case, the General Partner will use commercially reasonable efforts to cause such in-kind distribution asset to be sold to a third party on behalf of such Electing Partner (and at such Electing Partner’s expense) and to distribute the net cash proceeds thereof to such Electing Partner. In the event that a sale of the Electing Partner’s share of the in-kind distribution cannot be achieved, the obligation of the General Partner to make such distribution shall be extinguished by establishing an escrow account (with an escrow agent selected by the General Partner) for the benefit of such Electing Partner into which the Electing Partner’s share of the in-kind distribution shall be deposited. The escrow account shall be liquidated at such time as the sale of such in-kind distribution can be accomplished or as the Electing Partner may elect or direct the escrow agent to liquidate such escrow. An in-kind distribution held in escrow shall continue to earn dividends and interest, as the case may be, and to carry all rights attributable to such in-kind distribution, and the in-kind Investments held in escrow or sold in the manner described in this Section 4.2.4 shall be deemed for all purposes of this Agreement to have been distributed to the Electing Partner, and at such time as, such in-kind distribution would have been distributed but for this Section 4.2.4 and to have the valuation which would have been attributable to such in-kind distribution had such distribution to the Electing Partner so occurred. The Management Fee shall continue to apply to any in-kind Investments so held in escrow. Notwithstanding Section 3.1, any Net Profits or Net Losses or any item thereof required to be recognized upon the disposition of such in-kind distribution shall be allocated to the Electing Partner for whose benefit and on whose behalf such in-kind distribution was sold. Notwithstanding this Section 4.2.4, neither the Fund nor any of the GP Persons ...
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Related to Procedure for Distributions in Kind

  • Distributions in Kind Except as expressly provided herein, no right is given to any Partner to demand and receive property other than cash. The General Partner may determine, in its sole and absolute discretion, to make a distribution in-kind to the Partners of Partnership assets, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles 5, 6 and 10.

  • Limitation on Distributions Notwithstanding any provision to the contrary contained in this Agreement, the Partnership and the General Partner, on behalf of the Partnership, shall not be required to make a distribution to a Partner on account of its interest in the Partnership if such distribution would violate the Act or any other applicable law.

  • DISTRIBUTIONS AFTER DISSOLUTION Upon dissolution, the Company must pay its debts before distributing cash, assets, or capital to the Members or the Members’ interests. The Members agree that any distributions occurring after the dissolution of the Company will follow the process outlined in this Agreement and Section 00-00-000 of the Act.

  • Distribution of Funds Deliver (i) to Seller, or order, the cash portion of the Purchase Price, adjusted for prorations, charges and other credits and debits provided for herein; and (ii) to Buyer, or order, any excess funds delivered to Escrow Agent by Buyer. Such funds shall be delivered by wire transfer or cashier’s check in accordance with instructions for Seller and Buyer; if no instructions are given, Escrow Agent shall deliver such funds by Escrow Agent’s check via overnight courier (or as otherwise requested by the intended recipient) to the appropriate party at the address set forth for notice in this Agreement.

  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

  • Limitations on Distributions Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution if such distribution would violate the Act or other applicable law or would cause a breach or default under any agreement or instrument to which the Company is a party or by which it or its assets are bound, but instead shall make such distribution as soon as practicable such that the making of such distribution would not cause such violation, breach or default.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Qualified Reservist Distributions If you are a qualified reservist member called to active duty for more than 179 days or an indefinite period, the payments you take from your IRA during the active duty period are not subject to the 10 percent early distribution penalty tax. 10) Qualified birth or adoption. Payments from your IRA for the birth of your child or the adoption of an eligible adoptee will not be subject to the 10 percent early distribution penalty tax if the distribution is taken during the one-year period beginning on the date of birth of your child or the date on which your legal adoption of an eligible adoptee is finalized. An eligible adoptee means any individual (other than your spouse’s child) who has not attained age 18 or is physically or mentally incapable of self-support. The aggregate amount you may take for this reason may not exceed $5,000 for each birth or adoption. You must file IRS Form 5329 along with your income tax return to the IRS to report and remit any additional taxes or to claim a penalty tax exception.

  • Distribution of Public Keys Each of Registry Operator and Escrow Agent will distribute its public key to the other party (Registry Operator or Escrow Agent, as the case may be) via email to an email address to be specified. Each party will confirm receipt of the other party’s public key with a reply email, and the distributing party will subsequently reconfirm the authenticity of the key transmitted via offline methods, like in person meeting, telephone, etc. In this way, public key transmission is authenticated to a user able to send and receive mail via a mail server operated by the distributing party. Escrow Agent, Registry Operator and ICANN will exchange public keys by the same procedure.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

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