Revaluation of Partnership Property Sample Clauses

Revaluation of Partnership Property. Upon the agreement of the Partners, the Capital Accounts of the Partners may be adjusted to reflect a revaluation of the property of the Partnership in accordance with, and at such times as specified in, Treasury Regulation Section 1.704-1(b)(2)(iv)(f); provided that any adjustments hereunder shall be made in accordance with and to the extent provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and (g).
Sample 1
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Revaluation of Partnership Property. The capital accounts of the Members shall be increased or decreased to reflect a revaluation of Company profit (including intangible assets such as goodwill) on the Company’s books in connection with such revaluation. Upon such revaluation: (1) the book value of Company property shall be adjusted based on the fair market value of Company property (taking Section 7701(g) of the Code into account) on the revaluation date; (2) the unrealized income, gain, loss, or deduction inherent in such Company property (that has not been reflected in the capital accounts previously) would be allocated among the Members as if there were a taxable disposition of such Company property for such fair market value on the revaluation date.
Sample 1Sample 2
Revaluation of Partnership Property. Capital Accounts will be increased or decreased to reflect a revaluation of Partnership Property (including intangible assets such as goodwill) on the Partnership’s books in connection with a Revaluation Event or as otherwise required by Regulation 1.704-1(b)(2)(iv)(m). Upon such Revaluation: (1) the Book Value of Partnership Property will be adjusted based on the fair market value of Partnership Property (taking Section 7701(g) of the Code into account) on the Revaluation Date; and (2) the unrealized income, gain, loss, or deduction inherent in such Partnership Property (that has not been reflected in the Capital Accounts previously) would be allocated as if there were a taxable disposition of such Partnership property for such fair market value on the Revaluation Date.
Sample 1
Revaluation of Partnership Property. The Capital Accounts of the Partners shall be adjusted to reflect a revaluation of Partnership property made by the Partnership pursuant to the definition of Gross Asset Value; provided that any adjustments hereunder shall be made in accordance with and to the extent provided in Treasury Regulations §1.704-1(b)(2)(iv)(e), (f), and (g). 78 The provisions in this Article 6 and the related definitions in Section 1.01 are for a Partnership using targeted capital accounts. Note that, as of the date of the Model, the IRS has not issued a revenue ruling regarding targeted allocations. SBA does not support or endorse any specific allocation method, and encourages applicants to discuss these provisions with their accountants and attorneys. An applicant is free to use other accounting systems and related alternative provisions.
Sample 1
Revaluation of Partnership Property. Upon (a) the admission of any Partner to the Partnership, (b) the liquidation of a Partner's interest in the Partnership, (c) the making of any additional capital contributions or partial withdrawals by a Partner which changes the Partner's relative percentage interest in the Partnership (other than a de minimus amount) as determined by reference to the relative balances in the Partner's Capital Accounts, or (d) immediately before liquidation of the Partnership, all the property of the Partnership shall be revalued at its fair market value as determined by the General Partners, and the Partners' Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not been reflected in adjustments to the Partners' Capital Accounts previously) would be allocated among the Partners if the property were sold at its fair market value on the valuation date.
Sample 1
Revaluation of Partnership Property. If there shall occur (i) an acquisition of Shares from the Partnership for more than a de minimis Capital Contribution, or (ii) a distribution (other than a de minimis distribution) to a Partner in redemption of his Shares, then the Partnership shall revalue the assets of the Partnership at their then fair market value and adjust the Capital Accounts in the same manner as provided in Section 18.1 in the case of a property distribution. Pursuant to this Section 8.6, the Capital Accounts of the Partners are adjusted to the amounts set forth on ANNEX A as of the date hereof. If there is a reallocation pursuant to this Section 8.6, then Capital Accounts shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance with the provisions of Treas. Reg. Sections 1.704-1(b)(2)(iv)(f) and (g), and the Partners' distributive Shares of depreciation (cost recovery) and gain or loss shall thereafter be computed in accordance with the principles of IRC Section 704(c) and the regulations promulgated thereunder using the traditional method with curative allocations within the meaning of Treas. Reg. Section 1.704-3(c).
Sample 1
Revaluation of Partnership Property. Upon the mutual agreement of the Partners, the Capital Accounts of the Partners may be adjusted to reflect a revaluation of the property of the Partnership (including intangible assets such as goodwill) to its fair market value in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), at the following times: (a) in connection with the acquisition of an interest in the Partnership by a new or existing Partner for more than a de minimis capital contribution; (b) in connection with a distribution of money or other property (other than a de minimis amount) by the Partnership to a retiring or continuing Partner as consideration for an interest in the Partnership; or (c) in connection with the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g). In the event of any revaluation of the property of the Partnership hereunder, the Capital Accounts of the Partners shall be adjusted, including adjustments for depreciation, to the extent provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and (g).
Sample 1
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Revaluation of Partnership Property. Upon the occurrence of (i) a contribution of money or property to the Partnership (after the Closing Date) by a new or existing Partner as consideration for an interest in the Partnership, (ii) a distribution of money or property by the Partnership to a retiring or continuing Partner as consideration for an interest in the Partnership, or (iii) the liquidation of the Partnership, the respective Capital Accounts of all Partners shall be adjusted to reflect a revaluation of Partnership property on the books of the Partnership in the following manner: (a) Such adjustments must be based on the fair market value of the property on the date of adjustment; (b) The adjustments must reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under this Article IV if there were a taxable disposition of such property for such fair market value on the adjustment date; (c) Thereafter, the Capital Accounts of the Partners are adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g) for allocations to them of depreciation, depletion, amortization and gain or loss, as computed for book purposes, with respect to such property; and (d) Thereafter, the Partners’ distributive shares of depreciation, depletion, amortization and gain or loss, as computed for tax purposes, with respect to such property shall be determined so as to take account of the variation between the adjusted tax basis and the book value of such property in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder and Treasury Regulation Section 1.704-1(b)(4)(i).
Sample 1
Revaluation of Partnership Property. (a) Upon the occurrence of a Revaluation Event, the General Partner, in its sole discretion, may revalue all Partnership property (whether tangible or intangible) for Book purposes to reflect the Adjusted Fair Market Value of Partnership property immediately prior to the Revaluation Event. In the event that Partnership property is so revalued, the Capital Accounts of the Partners shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(f). (b) Upon the distribution of Partnership property to a Partner, if Partnership property is not revalued pursuant to Section 2.02(a), the property to be distributed shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution, and the Capital Accounts of all Partners shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(e).
Sample 1

Related to Revaluation of Partnership Property

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member. (b) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another Group Member). (c) No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty, expressed or implied, of the General Partner or its Affiliates to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (i) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General Partner’s Percentage Interest of the total amount distributed to all partners or (ii) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

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