Common use of Valuation of Partnership Assets Clause in Contracts

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 or under them. (c) Each Partner's share of the Estimated Value of the Fund shall be the amount such Partner would receive on liquidation of the Partnership under Section 5.4. (d) Within sixty (60) days of delivery of the Estimated Value of the Fund by the General Partner, the Advisory Board may request that the value of any particular asset of the Partnership and/or the Estimated Value of the Fund be determined by a qualified, independent appraisal firm selected by the Advisory Board and reasonably acceptable to the General Partner. In the event that the Advisory Board and the General Partner cannot agree upon the appraiser, each shall select an appraiser and such appraisers shall jointly select a third appraiser. The fees and expenses of all of the appraisers shall be borne by the Partnership.

Valuation of Partnership Assets. (a) The General Partner shall value the Partnership assets as 8.1 Normal Valuation For purposes 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, howeverAgreement, the value of any security as of any date (or in the event such date is a Security 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 traded pursuant to the National Association of Securities Dealers Automated Quotation System shall NMS will be valued at its most recent last sales price or, if no sale occurred on such date, at the last "bid" price and the value of a Security thereon; 8.1. 2a security which is otherwise traded in the over-the-counter market shall (other than on the NMS) will be valued at its the most recent bid price discounted"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. 8.2 Restrictions on Transfer or Blockage Any security which is held under a representation that it has been acquired for investment and not with a view to public sale or distribution, in both instancesor which is held subject to any other restriction, or where the size of the Partnership's holdings compared to the trading volume would affect its marketability, will be valued at such discount from the value determined under Section 8.1 above as the General Partner deems necessary to reflect properly the marketability of such security. 8.3 Objection to Valuation Prior to acting upon its final valuation of any restrictions on transfer. Subject security pursuant to Section 11.4(d) belowSections 8.1.3 or 8.2, the value of each Partnership asset and General Partner shall provide the Estimated Value Limited Partners with notice of the Fund General Partner's valuation of such security. If within 15 days after delivery of such notice Limited Partners holding a majority of the Limited Partner Interests deliver written notice to the General Partner objecting to the valuation of such security, then the General Partner will (at the Partnership's expense) cause an independent securities expert mutually acceptable to the General Partner and Limited Partners holding a majority of the Limited Partner Interests to review such valuation, and such expert's determination will be binding on the parties. 8.4 Write-down to Value Any securities which have permanently declined in value as determined by the General Partner will be written down to their value pursuant to the provisions of this Section 11.4 shall be conclusive and binding on all 8 as of the Partners and all parties claiming through or under themdate of such determination. (c) Each Partner's share of the Estimated Value of the Fund shall be the amount such Partner would receive on liquidation of the Partnership under Section 5.4. (d) Within sixty (60) days of delivery of the Estimated Value of the Fund by the General Partner, the Advisory Board may request that the value of any particular asset of the Partnership and/or the Estimated Value of the Fund be determined by a qualified, independent appraisal firm selected by the Advisory Board and reasonably acceptable to the General Partner. In the event that the Advisory Board and the General Partner cannot agree upon the appraiser, each shall select an appraiser and such appraisers shall jointly select a third appraiser. The fees and expenses of all of the appraisers shall be borne by the Partnership.

Valuation of Partnership Assets. (a) 11.4.1 The General Partner shall value the Partnership assets as of the last day of each calendar quarter of each year and shall, within forty-five ninety (4590) 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) 11.4.3 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) 8.6.3 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) 11.4.2 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 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 or under them. (c) 11.4.3 Each Partner's share of the Estimated Value of the Fund shall be the amount such Partner would receive on liquidation of the Partnership under Section 5.45.4.2. (d) Within sixty (60) days of delivery of the Estimated Value of the Fund by the General Partner, the Advisory Board may request that the value of any particular asset of the Partnership and/or the Estimated Value of the Fund be determined by a qualified, independent appraisal firm selected by the Advisory Board and reasonably acceptable to the General Partner. In the event that the Advisory Board and the General Partner cannot agree upon the appraiser, each shall select an appraiser and such appraisers shall jointly select a third appraiser. The fees and expenses of all of the appraisers shall be borne by the Partnership.

Valuation of Partnership Assets. (a) 11.4.1 The General Partner shall value the Partnership assets as of the last day of each calendar quarter of each year and shall, within forty-five ninety (4590) 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) 11.4.3 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) 8.6.3 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) 11.4.2 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 The value of each Partnership asset and the Estimated Value of the Fund determined by the General Partner pursuant to this Section 11.4 and reviewed by the Advisory Board shall be conclusive and binding on all of the Partners and all parties claiming through or under them. (c) 11.4.3 Each Partner's share of the Estimated Value of the Fund shall be the amount such Partner would receive on liquidation of the Partnership under Section 5.45.4.2. (d) Within sixty (60) days of delivery of the Estimated Value of the Fund by the General Partner, the Advisory Board may request that the value of any particular asset of the Partnership and/or the Estimated Value of the Fund be determined by a qualified, independent appraisal firm selected by the Advisory Board and reasonably acceptable to the General Partner. In the event that the Advisory Board and the General Partner cannot agree upon the appraiser, each shall select an appraiser and such appraisers shall jointly select a third appraiser. The fees and expenses of all of the appraisers shall be borne by the Partnership.