Examples of Partnership Asset in a sentence
The General Partner hereby declares and warrants that any Partnership Asset for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, that the General Partner shall use reasonable efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable.
If the Liquidator determines to sell or otherwise dispose of any Partnership Asset or any interest therein, the Liquidator shall do so expeditiously and for its fair market value under the circumstances, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.
If the Liquidator determines not to sell or otherwise dispose of any Partnership Asset or any interest therein, the Liquidator shall not be required to distribute the same to the Partners promptly but shall have full right and discretion to determine the time and manner of such distribution and distributions giving due regard to the interests of the Partners.
In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Book Gain or Book Loss attributable to such Partnership Asset, as of the time any such asset is distributed.
In lieu of distributing any Partnership Asset (other than cash) in kind among the Partners and Unitholders, the Liquidating Trustee, in its sole discretion, may determine to distribute Partnership Assets (other than cash) to certain Partners or Unitholders and solely cash to other Partners or Unitholders.
The amount of such payment shall equal to the difference of the fair market value (determined by the General Partner in its sole discretion but shall be no less than the cost-based value of such Partnership Asset) of such Partnership Asset and the value of the Acquiring Partner’s pro rata share of such Partnership Asset.
In event that a Partnership Asset is non-dividable, any Partner, with the prior approval of the General Partner, may elect to pay the Partnership cash or cash equivalents to acquire such Partnership Asset (such Partner is referred to herein as the “Acquiring Partner”).
In lieu of distributing any Partnership Asset (other than cash) in kind among the Partners the Liquidating Trustee, in its sole discretion, may determine to distribute Partnership Assets (other than cash) to certain Partners and solely cash to other Partners.
If more than one Partner desire to purchase a same Partnership Asset pursuant to this Section 4.07(f), the General Partner shall, in its sole discretion, shall select which Partner to be the Acquiring Partner in accordance with the following order of preference: first, any General Partner; second, the Limited Partner holding the most Common Units; and third, any of the relevant Limited Partners.
If a transaction contemplated by Section 2.1 hereof occurs or if a Partnership is otherwise restructured, the Defendants agree that neither they, nor any of their affiliates or successors, shall propose or implement, in connection therewith, a fee compensation arrangement for the surviving entity that results in fees for the management of assets owned by such surviving entity that are greater than the Partnership Asset Management Fees that would be paid under the formula set forth in Section 2.2 hereof.