Examples of Partnership Liabilities in a sentence
The Partnership shall cooperate with each Limited Partner to facilitate the Incurrence by such Limited Partner with respect to Partnership Liabilities or liabilities of any Subsidiary Partnerships in such a way that the Incurrence has the least amount of real economic risk to such Limited Partner and provided that the Incurrence does not have a material adverse impact on any other Partner in the Partnership or any such Partner's Affiliates.
The Partnership shall cooperate with each Limited Partner to facilitate the Incurrence by such Limited Partner with respect to Partnership Liabilities or liabilities of any Subsidiary Partnerships in such a way that the Incurrence has the least amount of real economic risk to such Limited Partner and provided that the Incurrence does not have a material adverse impact on any other Partner in the Partnership or any such Partner’s Affiliates.
All of the foregoing obligations are herein referred to as the "Partnership Liabilities".
Generally, a Limited Partner's adjusted tax basis with respect to an Interest equals its cost increased by the amount of income and the amount of Partnership Liabilities (as determined under Code Section 752) allocated to the Interest and decreased by (i) any distributions made with respect to the Interest, (ii) the amount of deductions or losses allocated to the Interest and (iii) any decrease in the amount of Partnership Liabilities (as determined under Code Section 752) allocated to the Interest.
Subject to the terms and conditions of this Agreement, on the Crown Partnership Distribution Closing Date, Crown shall assume the Crown Proportionate Interest in the Crown Partnership Liabilities.
The Partners agree to cooperate in good faith to minimize the amount of income, if any, recognized by any of them and/or by the Partnership as a result of any actual or deemed distribution of Partnership Assets or allocation of Partnership Liabilities in connection with the Dissolution Procedure, including, without limitation, pursuant to an agreement similar to that described in Treas.
All other identifiable and ascertainable Partnership Liabilities that have accrued prior to Closing, including payments due or owing under any Contracts and any fees as to which periodic payments are made for applicable licenses and Permits, if any, shall be prorated as of the Closing Proration Time.
Accordingly, the adjusted tax basis of each Unitholder's interest in the Partnership, which includes a Unitholder's share of Partnership Liabilities, will be reduced to reflect each Unitholder's share of such deemed distribution.
Subject to the terms and conditions of this Agreement, (a) the Sellers shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase and acquire from the Sellers, on the Closing Dates, all of the Partnership Interests and (b) Buyer shall assume the Assumed Partnership Liabilities.
In addition, at the end of each Fiscal Year, there shall be credited to each Capital Account each Partner's distributive share of Profits and the amount of any Partnership Liabilities assumed by such Partner or which are secured by any property of the Partnership distributed to such Partner (but only to the extent such liabilities are to be credited pursuant to such Treasury Regulations), and there shall be debited the Partner's distributive share of all Partnership Losses and all distributions made to it.