Common use of Where Immediate Sale of Partnership's Assets Impractical Clause in Contracts

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent of the Partners holding a majority of the Partnership Units, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) hereof, undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent of the Partners holding a majority of the Partnership Units, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) hereof, undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a13.3(a) hereof which require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent consent of the Partners holding a majority of the Partnership Unitsall Partners, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a13.3(a) hereof, undivided interests in such the Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent consent of the Partners holding a majority of the Partnership Unitsall Limited Partners, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) hereof), undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which that require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth thereinin that provision, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent consent of the Partners holding a majority of the Partnership Units, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) hereof), undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.1 hereof, which require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole sale and absolute discretion, defer for far a reasonable time the liquidation liquidations of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent consent of the Partners holding a majority of the Partnership Unitsall Limited Partners, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) 13.2.1 hereof, undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for far liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method mitotic of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent of the Limited Partners holding a majority of the Limited Partnership Units, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) hereof, undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which that require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth thereinin that provision, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent consent of the Partners holding a majority of the Partnership Units, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) hereof), undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the -45- good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which that require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth thereinin that provision, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) or, with the Consent consent of the Partners holding a majority of the Partnership Units, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the 45 provisions of Section ------- 13.2(a) hereof), undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Where Immediate Sale of Partnership's Assets Impractical. Notwithstanding the provisions of Section 13.2(a) hereof which require --------------- liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Limited Partners as creditors) or, with the Consent consent of the Partners holding a majority of the Partnership Unitsall Limited Partners, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section ------- 13.2(a) hereof, undivided interests in such Partnership assets as the ------- Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.