Hypothetical Liquidation means, as of any date, a hypothetical liquidation of the Company as of such date, assuming for purposes of any such hypothetical liquidation (i) that a sale of all of the assets of the Company occurs at prices equal to their respective fair market values as of such date and (ii) the net proceeds of such sale are distributed to the Members pursuant to Section 8.3(b), but only after the payment of all actual Company indebtedness, and any other liabilities related to the Company’s assets, limited, in the case of the hypothetical payment of non-recourse liabilities, to the collateral securing or otherwise available to satisfy such liabilities.
Hypothetical Liquidation shall have the meaning assigned to such term in Section 3.4(a).
Hypothetical Liquidation means a hypothetical series of transactions occurring on a given date, in which the Operating Partnership is liquidated and all assets of the Operating Partnership, including cash, are sold for cash equal to their Carrying Value, taking into account any adjustments thereto for such period, all liabilities of the Operating Partnership are satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and Net Sales Proceeds (after satisfaction of such liabilities) are distributed in full pursuant to Section 5.2(b).
Examples of Hypothetical Liquidation in a sentence
The Net Profits or Net Losses for each Fiscal Year of the Company shall be allocated to the Members in such a manner that, at the end of such Fiscal Year, the Adjusted Capital Account balance of each Member shall, to the extent possible, equal the amount that would have been distributed to such Member pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year.
More Definitions of Hypothetical Liquidation
Hypothetical Liquidation means a hypothetical liquidation of the Company in accordance with the terms of this Agreement that includes (i) a sale of all of the assets of the Company for cash at prices equal to their Adjusted Asset Values and (ii) the cash contribution by the Members of the aggregate maximum amounts, if any, that the Members would be required to contribute to the Company under this Agreement as and to the extent such amounts would be needed to pay all partnership recourse liabilities.
Hypothetical Liquidation means as of any date, a hypothetical liquidation of the Company as of such date, assuming (i) that a sale of all the assets of the Company occurs at prices equal to their respective fair market values (as reasonably determined by the Board), (ii) the net proceeds of such sale are distributed to the Members pursuant to Section 5.2, and after payment of all actual Company indebtedness, and any other liabilities related to the Company’s assets, limited, in the case of the hypothetical payment of non-recourse liabilities, to the collateral securing or otherwise available to satisfy such liabilities.
Hypothetical Liquidation means, as of any date, a hypothetical liquidation of the Partnership as of such date, assuming for purposes of any such hypothetical liquidation (i) that a sale of all of the assets of the Partnership occurs at prices equal to their respective fair market values as of such date and (ii) the net proceeds of such sale are distributed to the Partners pursuant to Section 13.2(d), and after the payment of all actual Partnership indebtedness, and any other liabilities related to the Partnership’s assets, limited, in the case of the hypothetical payment of non-recourse liabilities, to the collateral securing or otherwise available to satisfy such liabilities.
Hypothetical Liquidation means a hypothetical transaction in which: (i) all claims held by the Company are settled for amounts of cash equal to their respective Book Values; (ii) all assets of the Company are sold for cash equal to their respective Book Values; (iii) all liabilities of the Company are satisfied according to their terms (limited, with respect to each nonrecourse liability, to the Book Value of the assets securing such liability); and (iv) all remaining cash is distributed to the Members in accordance with Section 9.3.
Hypothetical Liquidation means a hypothetical liquidation of the Partnership pursuant to the terms of this Agreement assuming (i) a sale of all of the assets of the Partnership for cash at prices equal to their then book values (as maintained by the Partnership for purposes of, and as maintained pursuant to, the capital account maintenance provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) and Section 6.2), (ii) the cash contribution by the Partners of the aggregate maximum amounts, if any, that the Partners could be required to contribute to the Partnership under this Agreement as and to the extent such amounts would be needed to pay all partnership recourse liabilities, and (iii) Section 13.2A(2) provided for liquidating distributions in accordance with Section 5.1A.
Hypothetical Liquidation means a hypothetical series of transactions occurring on a given date, in which (a) the Company is liquidated and all Company assets, including cash, are sold for cash equal to their book value (except as otherwise provided herein), taking into account any adjustments thereto for such period, (b) all third party liabilities of the Company are satisfied in full in cash according to their terms, and (c) all distributable Net Cash From Operations and Net Cash From Sales or Refinancings (after satisfaction of such liabilities) is distributed in full pursuant to the distribution provisions in Sections 4.1(b) – (e) and 4.2(b) – (h), above.
Hypothetical Liquidation shall have the meaning set forth in Section 4.1.