Common use of Distribution in Kind Clause in Contracts

Distribution in Kind. Notwithstanding the provisions of Section 14.3 which require the liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the assets of the Partnership would be impractical or would cause undue loss to the Partners, the Liquidator may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership and may, in its absolute discretion, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 14.3(b), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. In addition, in the event the Partnership has not satisfied any or all of its recourse liabilities, the Liquidator shall (i) cause the General Partner to assume any such recourse liabilities not satisfied by the Partnership and (ii) designate specific assets (selecting first from among current assets) to be distributed to the General Partner (before any distribution is made pursuant to Section 14.3(b)) in an amount of cash or of property having a fair market value (based on independent appraisals to the extent reasonable) determined by the Liquidator to have been the amount necessary to satisfy such recourse liabilities if satisfied by the Partnership. The Liquidator shall determine the fair market value of any property distributed in kind pursuant to this Section 14.4 using such reasonable method of valuation as it may adopt.

Distribution in Kind. (a) Notwithstanding the provisions of Section 14.3 15.02 which require the liquidation of the assets of the PartnershipPartnership Assets, but subject to the order of priorities set forth therein, if upon on dissolution of the Partnership the Liquidator Liquidating Trustee determines that an immediate sale of part or all of the assets of the Partnership Assets would be impractical or would cause undue loss to the PartnersPartners or is otherwise undesirable, the Liquidator Liquidating Trustee may, in its absolute discretion, defer for a reasonable time the liquidation of any assets Partnership Assets except those necessary to satisfy liabilities of the Partnership and may, in its absolute discretion, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 14.3(b)common, undivided interests in such Partnership assets Assets as the Liquidator Liquidating Trustee deems not suitable for liquidation. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties thereof as the Liquidator Liquidating Trustee deems reasonable and equitable and to any agreements governing the operation of such properties Partnership Assets at such time. In additionlieu of distributing any Partnership Asset (other than cash) in kind among the Partners the Liquidating Trustee, in the event the its sole discretion, may determine to distribute Partnership has not satisfied any or all of its recourse liabilities, the Liquidator shall Assets (i) cause the General Partner to assume any such recourse liabilities not satisfied by the Partnership and (ii) designate specific assets (selecting first from among current assetsother than cash) to be distributed certain Partners and solely cash to the General Partner (before any distribution is made pursuant to Section 14.3(b)) in an amount of cash or of property having a fair market value (based on independent appraisals to the extent reasonable) determined by the Liquidator to have been the amount necessary to satisfy such recourse liabilities if satisfied by the Partnershipother Partners. The Liquidator Liquidating Trustee shall determine the fair market value of any property Partnership Assets distributed in kind pursuant to this Section 14.4 using such reasonable method of valuation as it may adopt; if the General Partner is the Liquidating Trustee, such fair market value shall be determined by an Appraiser.

Distribution in Kind. (a) Notwithstanding the provisions of Section 14.3 15.02 which require the liquidation of the assets of the PartnershipPartnership Assets, but subject to the order of priorities set forth therein, if upon on dissolution of the Partnership the Liquidator Liquidating Trustee determines that an immediate sale of part or all of the assets of the Partnership Assets would be impractical or would cause undue loss to the PartnersPartners or is otherwise undesirable, the Liquidator Liquidating Trustee may, in its absolute discretion, defer for a reasonable time the liquidation of any assets Partnership Assets except those necessary to satisfy liabilities of the Partnership and may, in its absolute discretion, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 14.3(b)common, undivided interests in such Partnership assets Assets as the Liquidator Liquidating Trustee deems not suitable for liquidation. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties thereof as the Liquidator Liquidating Trustee deems reasonable and equitable and to any agreements governing the operation of such properties Partnership Assets at such time. In additionlieu of distributing any Partnership Asset (other than cash) in kind among the Partners and Unitholders, the Liquidating Trustee, in the event the its sole discretion, may determine to distribute Partnership has not satisfied any or all of its recourse liabilities, the Liquidator shall Assets (i) cause the General Partner to assume any such recourse liabilities not satisfied by the Partnership and (ii) designate specific assets (selecting first from among current assetsother than cash) to be distributed certain Partners or Unitholders and solely cash to the General Partner (before any distribution is made pursuant to Section 14.3(b)) in an amount of cash other Partners or of property having a fair market value (based on independent appraisals to the extent reasonable) determined by the Liquidator to have been the amount necessary to satisfy such recourse liabilities if satisfied by the PartnershipUnitholders. The Liquidator Liquidating Trustee shall determine the fair market value of any property Partnership Assets distributed in kind pursuant to this Section 14.4 using such reasonable method of valuation as it may adopt; if the General Partner is the Liquidating Trustee, such fair market value shall be determined by an Appraiser.

Distribution in Kind. Notwithstanding the provisions of Section 14.3 13.3 of this Agreement which require the liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if upon on dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets of the Partnership would be impractical or would cause undue loss to the PartnersPartners and assignees, the Liquidator may, in its absolute discretion, may defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership and may, in its absolute discretion, (other than those to Partners) and/or may distribute to the PartnersPartners and assignees, in lieu of cash, as tenants in common and in accordance with the provisions of Section 14.3(b)13.3 of this Agreement, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation, provided that the Interstate Stock (and any other marketable securities or cash equivalents) shall not be distributed to the Partners as tenants in common, but rather shall be distributed among the Partners in accordance with the provisions of Section 13.3 based upon the Stock Value of the Interstate Stock (or in the case of any other marketable securities or cash equivalents, their then fair market value) as of the date of distribution. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. In addition, in the event the Partnership has not satisfied any or all of its recourse liabilities, the Liquidator shall (i) cause the General Partner to assume any such recourse liabilities not satisfied by the Partnership and (ii) designate specific assets (selecting first from among current assets) to be distributed to the General Partner (before any distribution is made pursuant to Section 14.3(b)) in an amount of cash or of property having a fair market value (based on independent appraisals to the extent reasonable) determined by the Liquidator to have been the amount necessary to satisfy such recourse liabilities if satisfied by the Partnership. The Liquidator shall determine the fair market value of any property distributed in kind pursuant to this Section 14.4 using such reasonable method of valuation as it may adopt.

Distribution in Kind. Notwithstanding the provisions of Section 14.3 16.3 which require the liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if upon dissolution of the Partnership Partnership, the Liquidator determines that an immediate sale of part or all of the assets of the The Partnership would be impractical or would cause undue loss to the Partners, the Liquidator may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership and may, in its absolute discretion, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 14.3(bSections 16.3(b) and 16.3(c), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. In addition, in the event the Partnership has not satisfied any or all of its recourse liabilities, the Liquidator shall (i) cause the General Partner Partners to assume any such recourse liabilities not satisfied by the Partnership and (ii) designate specific assets (selecting first from among current assets) to be distributed to the General Partner Partners (before any distribution is made pursuant to Section 14.3(b)16.3(b) in an amount of cash or of property having a fair market value (based on independent appraisals to the extent reasonable) determined by the Liquidator to have been the amount necessary to satisfy such recourse liabilities if satisfied by the Partnership. The Liquidator shall determine the fair market value of any property distributed in kind pursuant to this Section 14.4 16.4 using such reasonable method of valuation as it may adopt.

Distribution in Kind. Notwithstanding the provisions of Section 14.3 which require 12.2 requiring the liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if upon on dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets of the Partnership would be impractical or would cause undue loss to the Partners, the Liquidator may, in its absolute sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership and may, in its absolute sole discretion, distribute to the Partners, as tenants in common, in lieu of cash, and as tenants in common and their interests may appear in accordance with the provisions of Section 14.3(b)12.2.2, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation; provided, however, that the Liquidator must comply with the liquidating distribution timing requirements of Section 12.7 hereof. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties thereof as the Liquidator deems reasonable and equitable equitable. By way of clarification, for purposes of determining the Interest Holders' respective shares of income, gain, loss, and to any agreements governing the operation deduction of such properties at such time. In addition, in the event the Partnership has not satisfied any or all for the taxable year of its recourse liabilitiesthe Partnership in which the distribution in liquidation occurs and of adjusting the Capital Accounts of the Interest Holders therefor in accordance with Section 12.2.2 and Article 6, the Liquidator shall (i) cause the General Partner to assume any such recourse liabilities not satisfied by the definitions herein of "Agreed Value" and "Profits" and "Losses" require that Partnership and (ii) designate specific assets (selecting first from among current assets) to be distributed to the General Partner (before any distribution is made pursuant to Section 14.3(b)) in an amount of cash or of property having a fair market value (based on independent appraisals to the extent reasonable) determined by the Liquidator kind shall be considered to have been first sold at their fair market values (taking Code Section 7701(g) into account) and the amount necessary Profits or Losses deemed realized therefrom shall be allocated among the Interest Holders as if an actual sale had occurred, and the Capital Accounts of the Interest Holders shall be adjusted to satisfy reflect such recourse liabilities if satisfied by the Partnershipallocation in accordance with Article 6. The Liquidator shall determine the fair market value of any property distributed in kind pursuant shall be the value determined by an appraiser selected by a Majority Interest unless the Partners agree as to this Section 14.4 using such reasonable method of valuation as it may adoptfair market value.