Distributions in Kind. Notwithstanding the provisions of Section 13.3, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.3, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 18 contracts
Samples: Agreement (Brookfield Renewable Energy Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Property Partners L.P.)
Distributions in Kind. Notwithstanding the provisions of Section 13.316.3, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.316.3, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 8 contracts
Samples: Limited Partnership Agreement (Brookfield Property Partners L.P.), Agreement (Brookfield Renewable Energy Partners L.P.), Agreement (Brookfield Property Partners L.P.)
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership’s assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. Notwithstanding the foregoing, the Liquidator may not make distributions in kind unless all of the Listed Shares and Voting Shares are held by the General Partner and its Affiliates.
Appears in 7 contracts
Samples: Contribution Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp), Enbridge Energy Partners Lp
Distributions in Kind. Notwithstanding the provisions of Section 13.316.3, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 assets except those necessary to satisfy liabilities of the Partnership (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.316.3, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 4 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.)
Distributions in Kind. Notwithstanding the provisions of Section 13.316.3, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.316.3, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value Market Value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement, Agreement (Brookfield Business Partners L.P.)
Distributions in Kind. Notwithstanding the provisions of Section 13.313.2, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.313.2, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited PartnersPartner, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 4 contracts
Samples: Teppco Partners Lp, Teppco Partners Lp, Teppco Partners Lp
Distributions in Kind. Notwithstanding the provisions of Section 13.317.4, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 assets except those necessary to satisfy liabilities of the Partnership (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.317.4, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Special General Partner and Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 3 contracts
Samples: Agreement (Brookfield Infrastructure Partners L.P.), Agreement (Brookfield Infrastructure Partners L.P.), bip.brookfield.com
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 3 contracts
Samples: Teppco Partners Lp, Teppco Partners Lp, Teppco Partners Lp
Distributions in Kind. (a) Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and add in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, Partners and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 3 contracts
Samples: El Paso Energy Partners Lp, El Paso Corp/De, Gulfterra Energy Partners L P
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Partnership Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Partnership Assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 3 contracts
Samples: Original Agreement (Felcor Lodging L P), Original Agreement (Felcor Lodging Trust Inc), Original Agreement (Felcor Lodging Trust Inc)
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or and or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 3 contracts
Samples: Agreement (Ferrellgas Partners Finance Corp), Ferrellgas Partners Finance Corp, Ferrellgas L P
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership’s assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or and or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 3 contracts
Samples: Agreement (Ferrellgas L P), Ferrellgas Finance Corp, Ferrellgas Partners Finance Corp
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3 hereof, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3 hereof, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 2 contracts
Distributions in Kind. Notwithstanding the provisions of Section 13.316.3, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.316.3, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 2 contracts
Distributions in Kind. Notwithstanding the provisions of Section 13.314.2, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership’s assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.2, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 1 contract
Samples: Teppco Partners Lp
Distributions in Kind. Notwithstanding the provisions of Section 13.312.3, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.312.3, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 1 contract
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. Notwithstanding the foregoing, the Liquidator may not make distributions in kind unless all of the Listed Shares and Voting Shares are held by the General Partner and its Affiliates.
Appears in 1 contract
Distributions in Kind. (a) Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.equitable
Appears in 1 contract
Samples: Lakehead Pipe Line Partners L P
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in 71 kind using such reasonable method of valuation as it may adopt. Notwithstanding the foregoing, the Liquidator may not make distributions in kind unless all of the Listed Shares are owned by the General Partner and its Affiliates.
Appears in 1 contract
Samples: Enbridge Energy Management L L C
Distributions in Kind. Notwithstanding the provisions of Section 13.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership’s assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.3, undivided interests in such Assets Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 1 contract
Samples: Terra Nitrogen Co L P /De
Distributions in Kind. Notwithstanding the provisions of Section 13.314.3, which require the liquidation of the Assetsassets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership’s assets 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 assets except those necessary to satisfy liabilities of the Partnership (including including, without limitation, those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.314.3, undivided interests in such Partnership Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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 agreement governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 1 contract
Samples: Terra Nitrogen Co L P /De
Distributions in Kind. Notwithstanding the provisions of Section 13.3, which require the liquidation of the Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Assets 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 assets except those necessary to satisfy liabilities of the Partnership (including those to Partners as creditors) and/or distribute to the Partners or to specific classes of Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.3, undivided interests in such Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Limited Partners, and 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. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.
Appears in 1 contract
Samples: Agreement (Brookfield Infrastructure Partners L.P.)