Disposition Election Sample Clauses
A Disposition Election clause allows a party to choose how certain assets, rights, or interests will be handled or disposed of under the agreement. Typically, this clause outlines the process for making such an election, including any required notifications, deadlines, or conditions that must be met. For example, a party may elect to sell, transfer, or retain specific property in the event of a triggering event like termination or default. The core practical function of this clause is to provide flexibility and clarity in managing assets, ensuring that parties have a predetermined mechanism for handling dispositions and reducing uncertainty or disputes.
Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership.
(b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.
Disposition Election. As defined in Section 10.10(a).
Disposition Election. As defined in Section 10.10(a). Economic Capital Account. With respect to any Member, such Member’s Capital Account as of the date of determination, after crediting to such Capital Account any amounts that the Member is deemed obligated to restore under Treasury Regulations Section 1.704-2. Effective Date. The date this Agreement shall be signed by all the Members. Electing Member. As described in Section 13.2(b)(i). Entire Interest. Means, for each Member, such Member’s entire equity interest in the Company and all unpaid Member Loans made by such Member.