Final Allocation and Distribution Sample Clauses

Final Allocation and Distribution. Following termination or dissolution of the Partnership and upon liquidation and winding up of the Partnership, the General Partner shall make a final allocation of all items of income, gain, loss and expense in accordance with ARTICLE IX hereof, and the Partnership’s liabilities and obligations to its creditors shall be paid or adequately provided for prior to any distributions to the Partners. After payment or provision for payment of all liabilities and obligations of the Partnership to creditors other than the Partners, the remaining assets, if any, shall be applied and distributed along with any other Investments within the time specified by U.S. Treasury Regulation Section 1.704-1(b)(2), in the following order: (i) First, to the payment and discharge of all of the Partnership’s debts and liabilities to the Partners (other than any such obligations in respect of amounts representing each Partner’s Capital Account), pro rata in accordance with amounts owed to each such Partner; and (ii) Second, the balance, if any, to the Partners in accordance with Section 4.01.

Final Allocation and Distribution. Following dissolution of the Partnership and upon liquidation of the Partnership, the General Partner or a liquidating trustee appointed pursuant to Section 9.3(a) shall make a final allocation of all items of income, gain, loss and expense in accordance with Article III and Section 5.3, and the Partnership’s liabilities and obligations to its creditors shall be satisfied to the extent required by the 1915 Law (whether by payment or the making of reasonable provision for payment) prior to any distributions to the Partners. After such payment or reasonable provision for payment of all liabilities and obligations of the Partnership, the remaining assets, if any, shall be distributed among the Partners pursuant to Section 4.1 (which distribution, for the avoidance of doubt, shall be made irrespective of whether any Partner has submitted a Redemption Notice with respect to its Units).

Final Allocation and Distribution. Following termination and dissolution of the Partnership (whether pursuant to Section 8.1 or otherwise) and upon liquidation and winding up of the Partnership, after payment or provision for payment of all liabilities and obligations (actual and anticipated or contingent) of the Partnership, the remaining assets, if any, shall be distributed to the Partners pro rata in accordance with Article IV.

Final Allocation and Distribution. Upon dissolution of the Company (whether or not an early dissolution), a final allocation of all items of income, gain, loss and deduction will be made in accordance with Article 5, and all of the Company's assets, or the proceeds therefrom, shall be distributed or used as follows and in the following order of priority (which order shall be without prejudice to the liability of the Managers to creditors of the Company under the Act in the event of the insolvency of the Company): (i) for the payment of the Company's liabilities and obligations to its creditors and the expenses of liquidation; (ii) to the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; and (iii) to the Members in accordance with the allocation of Net Income provisions under Article 5 of this Agreement. In the event of a distribution in kind upon liquidation, the Company will allocate the revenue from the Identity Contributed Properties to Identity to the extent possible.

Final Allocation and Distribution. Following termination and dissolution of the Partnership and upon liquidation and winding up of the Partnership, the General Partner or a liquidator appointed pursuant to Section 7.2(a) shall make a final allocation of all items of income, gain, loss and expense in accordance with Article II hereof, and the Partnership's liabilities and obligations to its creditors shall be paid or adequately provided for prior to any distributions to the Partners. After payment or provision for payment of all liabilities and obligations of the Partnership, the remaining assets, if any, shall, subject to clause (c) below, be distributed among the Partners according to Article II.

Final Allocation and Distribution. Upon dissolution of the Company (whether or not an early dissolution) and liquidation of its assets and properties as set forth above, a final allocation of all items of income, gain, loss and deduction will be made in accordance with Article V, and proceeds arising from such liquidation, shall be distributed or used as follows and in the following order and priority (which order shall be without prejudice to the liability of the Members to creditors of the Company under the Act in the event of the insolvency of the Company): (i) for the payment of the Company's liabilities and obligations to its creditors other than Members, and the expenses of liquidation; (ii) for the payment of the Company's liabilities and obligations to its creditors who are also Members; (iii) to the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (iv) any balance to the Members pro rata in accordance with the balances in their Capital Accounts.

Final Allocation and Distribution. Upon dissolution of the Company and liquidation of its assets and properties as set forth above, a final allocation of all items of income, gain, loss and deduction will be made in accordance with Article 4, and proceeds arising from such liquidation shall be distributed or used as follows and in the following order of priority: (i) first, for the payment of the Company’s liabilities and obligations to its creditors (including creditors that are also Members) in the order of priority required by law, and the expenses of liquidation; (ii) second, to the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (which reserves when they become unnecessary shall be distributed in accordance with the provisions of (3) below; (iii) third, to each Member, such Member’s unreturned Capital Contribution (paid or credited to his Capital Account), provided, however, that if the assets and funds available for distribution pursuant to this clause (iv) shall be insufficient to permit the payment to each Member such Member’s full unreturned Capital Contribution, then the available assets and funds shall be distributed ratably among the Members in proportion to the relative holdings of Units; and (iv) fourth, to the Members, in proportion to their respective positive Capital Account balances.

Final Allocation and Distribution. If the Partnership shall be required to be wound up and subsequently dissolved (whether pursuant to Section 10.1, 10.2 or otherwise), the General Partner or a liquidating trustee appointed pursuant to Section 10.3(a) shall make a final allocation of all items of income, gain, loss and expense in accordance with Article III, and the Partnership’s liabilities and obligations to its creditors shall be satisfied to the extent required by the Partnership Act (whether by payment or the making of reasonable provision for payment) prior to any distributions to the Partners. After such payment or reasonable provision for payment of all liabilities and obligations of the Partnership, the remaining assets, if any, shall be distributed among the Partners pursuant to Article IV (and, if applicable, Section 3.1(e)).

Final Allocation and Distribution. Upon dissolution of the Company (whether or not an early dissolution) and liquidation of its assets and properties as set forth above, a final allocation of all items of income, gain, loss and deduction will be made in accordance with Article V, and proceeds arising from such liquidation, shall be distributed or used as follows and in the following order and priority (which order shall be without prejudice to the liability of the Members to creditors of the Company under the Act in the event of the insolvency of the Company): (i) to the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company and, if the Initial Member remains a Member at the time of liquidation and none of the circumstances which would have permitted the redemption of the Interest of the Initial Member pursuant to Section 8.6 hereof has occurred, the reserve established by the Liquidator shall also be sufficient to meet (and thereafter applied to meet) the obligations of the Initial Member with respect to the NY Obligations and excess NY Obligations; (ii) for the payment of the Company's liabilities and obligations to its creditors other than Members, and the expenses of liquidation; (iii) for the payment of the Company's liabilities and obligations to its creditors who are also Members; and (iv) if within the first 36 months of the date hereof 15% of Available Cash , and if after the first 36 months of the date hereof, 10% of Available Cash, to the Initial Member; (v) any balance to the Members pro rata in accordance with the positive balances in their Capital Accounts; except that, if the Initial Member will not receive a sufficient distribution to have provided the Initial Member in connection with the liquidation the same amount of cash or property in the year of liquidation that it would have received had the liquidation proceeds and other distributions in such year been distributed in accordance with Article VI, then such Initial Member shall be entitled to a guaranteed payment (as that term is defined in Section 707(c) of the Code) in an amount such that the sum of the amount paid as guaranteed payment and distributed with respect to the Initial Member's Capital Account equals the amount the Initial member would have received had liquidation proceeds and other distributions in such year been distributed in accordance with Article VI.