Hypothetical Liquidation definition

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.

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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

• As soon as reasonably practicable following the execution of this Agreement, the Company shall provide written notice to each Member setting forth the Hypothetical Liquidation Value (as such term is defined in the Holdco LLC Agreement) attributable to such Member’s Attributable Interests, the resulting number of Common Units then owned thereby and the number of Attributable Securities that correspond to such Common Units.

• As soon as reasonably practicable following the execution of this Agreement, the Company shall provide written notice to each Member setting forth the Hypothetical Liquidation Value attributable to the Class A-1 Interests, Class A-2 Capital Interests, Class A-2 Profits Interests and/or Class B Interests previously held thereby and the resulting number of Common Units then owned thereby.

• 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.

• As soon as reasonably practicable following the execution of this Agreement, the Company shall provide written notice to each Member setting forth the Hypothetical Liquidation Value attributable to the Class A Units, Class B Units, Class C Units and/or Class D Units previously held thereby and the resulting number of Common Units then owned thereby.

• Subject to Section 4.2, Net Income or Net Loss for each Fiscal Year of the Company shall be allocated among 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 which 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 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 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 Managing Member), (ii) the net proceeds of such sale are distributed to the Members pursuant to Section 5.1, 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 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 shall have the meaning set forth in Section 4.1.

Hypothetical Liquidation means that all assets of the Company are disposed of in a taxable disposition for the Book Value of such assets (but in the case of assets subject to the rules governing Company Minimum Gain chargeback or Member Minimum Gain chargeback, such provisions would apply), the debts of the Company are paid, and the remaining amounts are distributed to the Members pursuant to Section 9.2(b). If for any Fiscal Year, such an allocation of Net Income or Net Losses does not permit the Adjusted Capital Accounts of Members to be made to equal the amount which would have been distributed to Members pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year, individual items of gross income, gain, loss or deduction (which were the components of Net Income or Net Losses) shall be allocated among the Members in such a manner that, at the end of such Fiscal Year, the Adjusted Capital Account of each Member shall, to the extent possible, equal the amount which would have been distributed to such Member pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year. Member’s Adjusted Capital Account. Any Net Loss not allocated to a Member because of the foregoing sentence shall be allocated to the other Members pro rata in accordance with the positive balances in their Adjusted Capital Accounts. Any Net Loss reallocated under this provision shall be taken into account in computing subsequent allocations of Net Income and Net Loss (and items thereof) so that the net amount of any item so allocated and the Net Income and Net Loss allocated to each Member, to the extent possible, shall be equal to the net amount that would have been allocated to each such Member if no reallocation of losses had occurred under this provision.

Hypothetical Liquidation means that all assets of the Company are disposed of in a taxable disposition for the Book Value of such assets, the debts of the Company are paid, and the remaining amounts are distributed to the Members pursuant to Section 5. Allocations of depreciation shall be split fifty percent (50.0%) to the Class A Members and fifty percent (50.0%) to the Class B Member, subject to the limitations set forth in Section 4.1.1 regarding Class A-2 Units.