Revaluation of Property. (a) The assets of the Partnership shall be revalued on the books of the Partnership to equal their fair market values in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Partnership by any existing or new Partner in exchange for more than a de minimis Capital Contribution to the capital of the Partnership pursuant to Sections 3.2, 7.4 and 8.7; (B) on the day of any withdrawal of more than a de minimis portion of the Capital Account pursuant to Section 5.2 before taking into account such withdrawal; (C) the termination of the Partnership for Federal income tax purposes, other than a termination pursuant to Code section 708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partner believe such revaluation is appropriate. Upon revaluation of the Partnership’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all Partners and (ii) each Partner’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Partners in accordance with Section 4.1. (b) Immediately following the occurrence of any event which has caused the revaluation of the assets of the Partnership pursuant to Section 4.5(a), each Partner’s Percentage Interest shall be adjusted to equal the percentage determined by dividing the balance in each Partner’s Capital Account immediately after such revaluation by the aggregate balance of all Partners’ Capital Accounts immediately after such revaluation. (c) For purposes of Section 4.1, the Fiscal Year in which the assets of the Partnership are revalued pursuant to Section 4.5(a) shall be treated as two separate Fiscal Years, one beginning on the first day of the Fiscal Year and ending on the day of the revaluation and the other beginning on the day immediately following the revaluation and ending on the last day of the Fiscal Year, and Net Income and Net Loss shall be allocated to the Partners separately for each portion of the Fiscal Year based on operations for such portion of the year as reflected by a closing of the Partnership’s books. Analogous divisions of the Fiscal Year into multiple Fiscal Years will be made if there be more than one revaluation of assets in any Fiscal Year.
Appears in 6 contracts
Samples: Limited Partnership Agreement (America First Tax Exempt Investors Lp), Limited Partnership Agreement (America First Tax Exempt Investors Lp), Limited Partnership Agreement (America First Tax Exempt Investors Lp)
Revaluation of Property. (a) The assets of the Partnership shall be revalued on the books of the Partnership to equal their fair market values in accordance with Treasury Regulations § §1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Partnership by any existing or new Partner in exchange for more than a de minimis Capital Contribution to the capital of the Partnership pursuant to Sections 3.2, 7.4 and 8.7; (B) on the day of any withdrawal of more than a de minimis portion of the Capital Account pursuant to Section 5.2 before taking into account such withdrawal; (C) the termination of the Partnership for Federal income tax purposes, other than including a dissolution of the Partnership or a termination pursuant to Code section §708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partner Partners believe such revaluation is appropriate. Upon revaluation of the Partnership’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all General Partners and (ii) each Partner’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Partners in accordance with Section 4.1.
(b) Immediately following the occurrence of any event which has caused the revaluation of the assets of the Partnership pursuant to Section 4.5(a), each Partner’s Percentage Interest shall be adjusted to equal the percentage determined by dividing the balance in each Partner’s Capital Account immediately after such revaluation by the aggregate balance of all Partners’ Capital Accounts immediately after such revaluation.
(c) For purposes purpose of Section 4.1, the Fiscal Year in which the assets of the Partnership are revalued pursuant to Section 4.5(a) shall be treated as two separate Fiscal Years, one beginning on the first day of the Fiscal Year and ending on the day of the revaluation and the other beginning on the day immediately following the revaluation and ending on the last day of the Fiscal Year, and Net Income and Net Loss shall be allocated to the Partners separately for each portion of the Fiscal Year year based on operations for such portion of the year as reflected by a closing of the Partnership’s books. Analogous divisions of the Fiscal Year into multiple Fiscal Years will be made if there be more than one revaluation of assets in any Fiscal Year.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Revaluation of Property. (a) The assets of the Partnership shall may be revalued on the books of the Partnership to equal their fair market values in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding prior to the acquisition of an additional Interest in the Partnership by any existing or new Partner in exchange for more than a de minimis Class C Capital Contribution to the capital of the Partnership pursuant to Sections 3.2, 7.4 and 8.77.4; (B) on the day of immediately prior to any in-kind distribution pursuant to Section 5.2 (other than a de minimis amount) before taking into account such distribution; (C) immediately prior to any withdrawal of more than a de minimis portion of the Capital Account pursuant to Section 5.2 5.3 before taking into account such withdrawal; (C) the termination of the Partnership for Federal income tax purposes, other than a termination pursuant to Code section 708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partner believe believes such revaluation is appropriate. Upon revaluation of the Partnership’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all Partners and (ii) each Partner’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Partners in accordance with Section 4.1.
(b) Immediately following the occurrence of any event which has caused the revaluation of the assets of the Partnership pursuant to Section 4.5(a), each Partner’s Percentage Interest shall be adjusted to equal the percentage determined by dividing the balance in each Partner’s Capital Account less such Partner’s Class B Amount immediately after such revaluation by the aggregate balance of all Partners’ Capital Accounts less all Partners’ Class B Amounts immediately after such revaluation.
(c) For purposes of Section 4.1, the Fiscal Year in which the assets of the Partnership are revalued pursuant to Section 4.5(a) shall be treated as two separate portions of a Fiscal YearsYear, one beginning on the first day of the Fiscal Year and ending on the day of the revaluation and the other beginning on the day immediately following the revaluation and ending on the last day of the Fiscal Year, and Net Income and Net Loss shall be allocated to the Partners separately for each portion of the Fiscal Year based on operations for such portion of the year as reflected by a closing of the Partnership’s books. Analogous divisions of the Fiscal Year into multiple portions of a Fiscal Years Year will be made if there be is more than one revaluation of assets in any Fiscal Year.
Appears in 2 contracts
Samples: Agreement of Limited Partnership, Agreement of Limited Partnership (Vistancia Marketing, LLC)
Revaluation of Property. (a) The assets of the Partnership shall be revalued on the books of the Partnership to equal their fair market values in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Partnership by any existing or new Partner in exchange for more than a de minimis Capital Contribution to the capital of the Partnership pursuant to Sections 3.2, 7.4 and 8.7; (B) on the day of any withdrawal of more than a de minimis portion of the Partnership Capital Account pursuant to Section 5.2 5.3 before taking into account such withdrawal; (C) the termination of the Partnership for Federal income tax purposes, other than a termination pursuant to Code section 708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partner Partners believe such revaluation is appropriate. For purposes of the preceding sentence, the General Partners shall determine whether any contribution of capital to or withdrawal from the Partnership is in more than a de minimis amount. Upon revaluation of the Partnership’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all Partners and General Partners, (ii) each Partner’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Partners in accordance with Section 4.1, and (iii) each Partner’s Percentage Interest shall equal the percentage determined by dividing the balance of such Partner’s adjusted Capital Account by the aggregate balance of all Partners’ adjusted Capital Accounts.
(b) Unless the General Partners shall in their good faith judgment determine otherwise, all securities or other instruments with a publicly quoted price shall be valued at their last sale price, on the date as of which their value is being determined, or, if appropriate, at their closing bid price if held long or ask price if held short as provided by market-makers making a market in the respective securities or instruments selected by the General Partners, in their good faith judgment. If on the date as of which any valuation is being made, no exchange or market is open for business, the valuation of such security or instrument shall be determined as of the last preceding date on which such exchange or market was open for business. All other assets and liabilities of the Partnership shall be valued by the General Partners in their good faith judgment utilizing such projections and assumptions as the General Partners may deem appropriate and reasonable or on such other basis as the General Partners may deem appropriate or reasonable. All values assigned by the General Partners pursuant to this Section shall be conclusive and binding upon all Partners.
(c) Immediately following the occurrence of any event which has caused the revaluation of the assets of the Partnership pursuant to Section 4.5(a), each Partner’s Percentage Interest shall be adjusted to equal the percentage determined by dividing the balance in each Partner’s Capital Account immediately after such revaluation by the aggregate balance of all Partners’ Capital Accounts immediately after such revaluation.
(cd) For purposes of Section 4.1, the Fiscal Year in which the assets of the Partnership are revalued pursuant to Section 4.5(a) shall be treated as two separate Fiscal Years, one beginning on the first day of the Fiscal Year and ending on the day of the revaluation and the other beginning on the day immediately following the revaluation and ending on the last day of the Fiscal Year, and Net Income and Net Loss shall be allocated to the Partners separately for each portion of the Fiscal Year based on operations for such portion of the year as reflected by a closing of the Partnership’s books. Analogous divisions of the Fiscal Year into multiple Fiscal Years will be made if there be more than one revaluation of assets in any Fiscal Year.
Appears in 1 contract
Samples: Limited Liability Limited Partnership Agreement (Cintas Corp)
Revaluation of Property. (a) The assets of the Partnership Company shall be revalued on the books of the Partnership Company to equal their fair market values in accordance with Treasury Regulations § §1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Partnership Company by any existing or new Partner Member in exchange for more than a de minimis Capital Contribution to the capital of the Partnership Company pursuant to Sections 3.2, 7.4 3.2 and 8.77.4; (B) on the day of any withdrawal of more than a de minimis portion of the Capital Account pursuant to Section 5.2 before taking into account such withdrawal; (C) the termination of the Partnership Company for Federal income tax purposes, other than including a dissolution of the Company or a termination pursuant to Code section §708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partner believe Manager believes such revaluation is appropriate. Upon revaluation of the PartnershipCompany’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all Partners Members and (ii) each PartnerMember’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Partners Members in accordance with Section 4.1.
(b) Immediately following the occurrence of any event which has caused the revaluation of the assets of the Partnership Company pursuant to Section 4.5(a), each PartnerMember’s Percentage Interest shall be adjusted to equal the percentage determined by dividing the balance in each PartnerMember’s Capital Account immediately after such revaluation by the aggregate balance of all PartnersMembers’ Capital Accounts immediately after such revaluation.
(c) For purposes of Section 4.1, the Fiscal Year in which the assets of the Partnership Company are revalued pursuant to Section 4.5(a) shall be treated as two separate Fiscal Years, one beginning on the first day of the Fiscal Year and ending on the day of the revaluation and the other beginning on the day immediately following the revaluation and ending on the last day of the Fiscal Year, and Net Income and Net Loss shall be allocated to the Partners Members separately for each portion of the Fiscal Year based on operations for such portion of the year as reflected by a closing of the PartnershipCompany’s books. Analogous divisions of the Fiscal Year into multiple Fiscal Years will be made if there be more than one revaluation of assets in any Fiscal Year.
Appears in 1 contract
Samples: Operating Agreement
Revaluation of Property. (a) The assets of the Partnership shall may be revalued on the books of the Partnership to equal their fair market values Fair Market Values in accordance with Treasury Regulations § Section 1.704-1(b)(2)(iv)(fl(b)(2)(iv)(f) at the following times: (A) the day immediately preceding prior to the acquisition of an additional Interest in the Partnership by any existing or new Partner in exchange for more than a de minimis Class C Capital Contribution to the capital of the Partnership pursuant to Sections 3.2, 7.4 and 8.77.4; (B) on the day of immediately prior to any in-kind distribution pursuant to Section 5.2 (other than a de minimis amount) before taking into account such distribution; (C) immediately prior to any withdrawal of more than a de minimis portion of the Capital Account pursuant to Section 5.2 5.3 before taking into account such withdrawal; (C) the termination of the Partnership for Federal income tax purposes, other than a termination pursuant to Code section 708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partner believe believes such revaluation is appropriate. Upon revaluation of the Partnership’s assets pursuant to this Section 4.5(a), (i) the fair market value Fair Market Value of the assets shall be determined by the unanimous agreement of all Partners and (ii) each Partner’s Capital Account shall be adjusted as if such assets were sold for their fair market values Fair Market Values and the Net Income and Net Losses recognized on such sale were allocated to the Partners in accordance with Section 4.1.
(b) Immediately following the occurrence of any event which has caused the revaluation of the assets of the Partnership pursuant to Section 4.5(a), each Partner’s Percentage Interest shall be adjusted to equal the percentage determined by dividing the balance in each Partner’s Capital Account immediately after such revaluation by the aggregate balance of all Partners’ Capital Accounts immediately after such revaluationappropriately adjusted.
(c) For purposes The General Partner may, in its discretion, choose any method that is consistent with Code Section 706 for allocating book and tax items under Section 4.1 upon the occurrence of Section 4.1, an adjustment to the Fiscal Year in which the assets Capital Accounts of the Partnership are revalued Partners pursuant to Section 4.5(a) shall be treated as two separate Fiscal Years, one beginning on the first day or upon any transfer or disposition of the Fiscal Year and ending on the day of the revaluation and the other beginning on the day immediately following the revaluation and ending on the last day of the Fiscal Year, and Net Income and Net Loss shall be allocated to the Partners separately for each portion of the Fiscal Year based on operations for such portion of the year as reflected by a closing of an interest in the Partnership’s books. Analogous divisions of the Fiscal Year into multiple Fiscal Years will be made if there be more than one revaluation of assets in any Fiscal Year.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Shea Homes Limited Partnership)