Valuation of Partnership Assets Sample Clauses

Valuation of Partnership Assets. (a) The General Partner shall value the Partnership assets as of the last day of each calendar quarter and shall, within forty-five (45) days thereafter, furnish to each Limited Partner a statement showing the cost and estimated value of each asset, the net worth of the Partnership (the "Estimated Value of the Fund") and the balance of such Partner's Capital Account and such Partner's share of the Estimated Value of the Fund as determined pursuant to Section 11.4(c) below. In addition, the General Partner shall value any Securities which are to be distributed in kind pursuant to Article V or Section 8.6(c) hereof as of the date of such distribution and shall provide Limited Partners with a summary statement showing the cost and estimated value of such Securities. (b) In determining the value of Partnership assets, no value shall be placed on the goodwill or the name of the Partnership, or the office records, files, statistical data or any similar intangible assets of the Partnership not normally reflected in the Partnership's accounting records, but there shall be taken into consideration any related items of income earned but not received, expenses incurred but not yet paid, liabilities fixed or contingent, prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase Securities pursuant to agreements entered into on or prior to such date of valuation. Determinations of value of Securities made pursuant to this Section 11.4 shall be based on all relevant factors, including, without limitation, type, marketability, restrictions on disposition, subsequent purchases of the same or similar Securities by other investors, pending mergers or acquisitions, and current financial position and operating results; provided, however, the value of a Security which is listed on a recognized securities exchange or traded pursuant to the National Association of Securities Dealers Automated Quotation System shall be valued at its most recent sale price and the value of a Security which is otherwise traded in the over-the-counter market shall be valued at its most recent bid price discounted, in both instances, to reflect any restrictions on transfer. Subject to Section 11.4(d) below, the value of each Partnership asset and the Estimated Value of the Fund determined by the General Partner pursuant to this Section 11.4 shall be conclusive and binding on all of the Partners and all parties claiming through o...
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Valuation of Partnership Assets. Whenever it is necessary to determine the fair market value of any non-cash assets owned by the Partnership for which market quotations are not available, then if the interested parties are unable to agree upon the fair market values of such assets, such values shall be as determined by a competent appraiser chosen by the General Partner, and such appraised value shall be deemed to be the fair market value of the assets in question. All costs incurred shall be borne by the Partnership.
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Valuation of Partnership Assets. (a) The Partnership shall value Portfolio Investments at their fair value in accordance with GAAP. (b) Substantially all Portfolio Investments will have no readily determinable market price. The Partnership will value each Portfolio Investment without a readily available market quotation at fair value as determined in good faith by the General Partner. Inputs from independent third parties who are licensed to appraise property value may be used at the sole discretion of the General Partner. (c) Any Portfolio Investment that has permanently declined in value, as determined by the General Partner, shall be written down to its fair value, as of the date of the determination. (d) Following the determination of the fair value of each Portfolio Investment, the net asset value of the Partnership (the “Net Asset Value”) will be calculated in good faith by the Partnership at the end of each Second and Fourth Fiscal Quarter, or more frequently as determined by the General Partner. In determining the value of the Unit of any Partner, or in any accounting among the Partners or of any of them, no value shall be placed on the goodwill, going concern value, name, records, files, statistical data, or similar assets of the Partnership. (e) All good faith determinations by the General Partner of the fair value of any Portfolio Investment shall be, absent manifest error, final and binding for all purposes of this Agreement on the parties to this Agreement, their successors and assigns, and each Person that holds a direct or indirect beneficial interest in any of the foregoing.
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Valuation of Partnership Assets. The Book Values of all Partnership assets shall be adjusted to equal their respective fair market values (taking Code Section 7701(g) into account), as reasonably determined by the General Partner, upon the occurrence of any of the following events: (A) A contribution of money or property (other than a de minimis amount) to the Partnership by a new or existing Partner as consideration for a Percentage Interest in the Partnership; (B) A distribution of money or property (other than a de minimis amount) by the Partnership to a Partner as consideration for a Percentage Interest in the Partnership; (C) The liquidation of the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); and (D) Any other event specified in the Treasury Regulations. Any such adjustments shall be reflected by corresponding adjustments to the Capital Accounts which 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 previously) would be allocated among the Partners if there were a taxable disposition of such assets for such fair market values.
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Valuation of Partnership Assets. 8.1 NORMAL VALUATION For purposes of this Agreement, the value of any security as of any date (or in the event such date is a holiday or other day which is not a business day, as of the next preceding business day) will be determined as follows: 8.1. 1a security which is listed on a recognized securities exchange or the NMS will be valued at its last sales price or, if no sale occurred on such date, at the last "bid" price thereon; 8.1. 2a security which is traded over-the-counter (other than on the NMS) will be valued at the most recent "bid" price; and 8.1. 3all other securities will be valued on such date by the General Partner at fair market value in such manner as it may reasonably determine.
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Valuation of Partnership Assets. (a) The General Partner (or the Liquidator, if appropriate, either being the "VALUATION PARTNER") shall value the Partnership's assets upon (i) the occurrence of any Revaluation Event and (ii) whenever otherwise required by this Agreement or determined by the Valuation Partner in its sole discretion. (b) In determining the value of Partnership property or a Partner's Interest, or in any accounting among the Partners: (i) No value shall be placed on the goodwill, going concern value, name, records, files, statistical data or similar assets of the Partnership not normally reflected in the Partnership's accounting records, but there shall be taken into consideration any items of income earned but not yet received, expenses incurred but not yet paid, liabilities fixed or contingent, and prepaid expenses to the extent not otherwise reflected in the books of account as well as the Fair Market Value of options or commitments to purchase or sell Securities pursuant to agreements entered into on or prior to the valuation date; and (ii) Securities held by the Partnership shall be valued at their Fair Market Value as defined in the Investment Management Agreement.
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Valuation of Partnership Assets. Determine the value of the Partnership’s Properties and adjust the Capital Accounts of the Partners in the manner described in Section 8.2 hereof.
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Valuation of Partnership Assets 
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Related to Valuation of Partnership Assets

  • 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.

  • 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.

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

  • 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.

  • Purpose of Partnership The exclusive purpose of the Partnership shall be (i) to own and operate those certain restaurants known as Outback Steakhouse® at those addresses listed on Exhibit A, and such additional restaurants, if any, as may be approved by the Company in its sole discretion and as may hereafter be established by the Partnership (individually, the “Restaurant,” or collectively, the “Restaurants”), utilizing the System and the Proprietary Marks owned by or licensed to the Company and (ii) to engage in any other lawful act, business or activity for which limited partnerships may be formed under the Act and engage in any and all activities necessary, advisable, convenient or incidental thereto. The Limited Partners acknowledge and agree that as between the parties hereto, the Company is the sole and exclusive owner of the System and the Proprietary Marks and neither the Limited Partners nor the Partnership have any right, title, or interest in or to the System or the Proprietary Marks, except as specifically provided in Section 4.5 hereof. Nothing contained herein shall be construed as granting the Partnership or any Partner any exclusive or protected trading area. Nothing contained herein shall be construed as obligating the Company to open additional restaurants on behalf of the Partnership or to authorize the Partnership to open additional Restaurants. Nothing contained herein shall be construed as limiting the Company’s, or its Affiliates’, right to open, or license others to open, Outback Steakhouse® restaurants at any location, and neither the Partnership nor any Limited Partner shall have any interest in such restaurants.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: a. Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; b. Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; c. Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership d. Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: a. Veto the General Partner’s Capital Call; b. Admission of either an additional Limited Partner of General Partner; c. Amendment of this Agreement; d. Consent to dissolution; e. Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following:

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • 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 and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

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