Common use of Deferment; Distribution in Kind Clause in Contracts

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Partnership the liquidators determine that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Partners, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Partnership liabilities (other than loans to the Partnership by Partners, but including any liabilities in respect of the Series A Preferred Units) and reserves. Subject to the order of priorities set forth in Section 14.02, the liquidators may, in their sole discretion, distribute to the Partners, in lieu of cash (other than any Series A Preferred Unitholder unless the Series A Preferred Unitholders representing the Series A Required Voting Percentage consent otherwise), either (a) all or any portion of such remaining Partnership assets in-kind in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Partnership assets or (c) a combination of the foregoing. Any such Distributions in kind shall be subject to (i) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (ii) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Partnership assets distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The liquidators shall determine the Fair Market Value of any property distributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Partnership Company the liquidators determine liquidating trustee determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the PartnersMembers, the liquidators liquidating trustee may, in their the liquidating trustee’s sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Partnership Company liabilities (other than loans to the Partnership Company by Partners, but including any liabilities in respect of the Series A Preferred UnitsMembers) and reserves. Subject to the order of priorities set forth in Section 14.02, the liquidators liquidating trustee may, in their the liquidating trustee’s sole discretion, distribute to the PartnersMembers, in lieu of cash (other than any Series A Preferred Unitholder unless the Series A Preferred Unitholders representing the Series A Required Voting Percentage consent otherwise)cash, either (a) all or any portion of such remaining Partnership Company assets in-kind in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Partnership Company assets or (c) a combination of the foregoing. Any such Distributions in kind shall be subject to (iy) such conditions relating to the disposition and management of such assets as the liquidators deem liquidating trustee deems reasonable and equitable equitable, and (iiz) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Partnership Company assets distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The liquidators liquidating trustee shall determine the Fair Market Value of any property distributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.029.02, but subject to the order of priorities set forth therein, if upon dissolution of the Partnership Company, the liquidators determine liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets or the assets of any Subsidiary would be impractical or would cause undue loss (or would otherwise not be beneficial) to the PartnersUnitholders, the liquidators liquidator may, in their its sole discretiondiscretion (or subject to the approval of the Board if the liquidator is not the Board), defer for a reasonable time the liquidation of any assets except those assets necessary to satisfy Partnership Company liabilities (other than loans to the Partnership by Partners, but including any liabilities in respect of the Series A Preferred Units) and reserves. Subject to the order of priorities set forth in Section 14.029.02, the liquidators liquidator may, in their its sole discretiondiscretion (or subject to the approval of the Board if the liquidator is not the Board), distribute to the PartnersUnitholders, in lieu of cash (other than any Series A Preferred Unitholder unless the Series A Preferred Unitholders representing the Series A Required Voting Percentage consent otherwise)cash, either (ai) all or any portion of such remaining Partnership Company assets in-(or assets of any Subsidiary) in kind in accordance with the provisions of Section 14.02(c9.02(c), or (bii) as tenants in common and in accordance with the provisions of Section 14.02(c9.02(c), undivided interests in all or any portion of such Partnership Company assets or assets of any Subsidiary, or (ciii) a combination of the foregoing. Any such Distributions in kind shall be subject to (ix) such conditions relating to the disposition and management of such assets as the liquidators deem liquidator (subject to the approval of the Board if the liquidator is not the Board) deems reasonable and equitable and (iiy) the terms and conditions of any agreements agreement governing such assets (or the operation thereof or the holders thereof) at such time. Any Partnership Company assets distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit gain or Loss loss (if any), which shall be allocated in accordance with Article V. the provisions of Section 9.02(c) for allocations of gain or loss in connection with the winding up and liquidation of the Company. The liquidators liquidator shall determine the Fair Market Value of any property distributed in accordance with the valuation procedures set forth in Article XVARTICLE XIII.