Capital Proceeds. Capital Proceeds shall be distributed and applied by the Company in the following order and priority:
Capital Proceeds. Capital Proceeds remaining after the payment of any debts and liabilities of the Company due and payable at such time and the establishment of any Operating Reserves which the Manager determines, in his sole discretion necessary for reasonable ongoing business requirements, and necessary to provide for any contingent or unforeseen liabilities or obligations of the Company, shall be distributed in accordance with the following order of priority:
Capital Proceeds. The consideration resulting from a Capital Event with respect to one or more of the Properties, less the sum of (a) any expenses incurred in connection with such Capital Event, (b) any portion of such proceeds applied toward the payment of any indebtedness being refinanced or secured by or relating to the Property disposed of, (c) any portion of such proceeds applied to acquire, develop, or rehabilitate real property or personal property or interests therein in accordance with the terms hereof, and (d) any portion of the proceeds reserved for payment of expenses and/or working capital Approved by HSRE.
Capital Proceeds. Following the receipt by the Partnership of Capital Proceeds, a portion of such Capital Proceeds sufficient for each Limited Partner to pay its tax liabilities which arise in respect of the Capital Event giving rise to such Capital Proceeds, determined as set forth in Section 8.2 above, shall be distributed to the Limited Partners pursuant to Section 8.2 above. If the General Partner, in its sole discretion, determines that the Partnership shall distribute any remaining Capital Proceeds, such Capital Proceeds shall be distributed among the Limited Partners as follows:
Capital Proceeds. Capital Proceeds (including Capital Proceeds distributed to the Partners in winding up the Partnership) remaining after the payment of any debts and liabilities of the Partnership due and payable at such time and the establishment of any reserves which the General Partner reasonably determines to be necessary to provide for any contingent or unforeseen liabilities or obligations of the Partnership (provided that at such time as the General Partner determines to be advisable, the balance of the reserves remaining after the payment of such contingencies shall be deemed Capital Proceeds available for distribution) shall be distributed in accordance with the following order of priority: