Revaluations of Partnership Property Sample Clauses

Revaluations of Partnership Property. Upon (i) a contribution of money or other property to the Partnership by a new or existing Partner as consideration for an interest in the Partnership or (ii) a distribution of money or other property by the Partnership to a retiring or continuing Partner as consideration for relinquishment of an interest in the Partnership, the Capital Accounts of the Partners may, in the discretion of the General Partner, be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in all Partnership property for federal income tax purposes (that has not been reflected in the Capital Accounts of the Partners previously) would be allocated among the Partners under Section 8 of this Agreement if there were a taxable disposition of all Partnership property for its fair market value immediately prior to such contribution or distribution. For purposes of this Section 7(k) the fair market value of Partnership property shall be the value (but not less than the amount of any nonrecourse indebtedness to which such property is subject) assigned to such property by agreement between the General Partner and the contributor or distributee Partner, as the case may be. If such agreement as to value is not made, then the fair market value of such property shall be determined by appraisal by an M.A.I. appraiser selected by the General Partner.
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Revaluations of Partnership Property. For purposes of maintaining Capital Accounts, the value of Partnership property shall be determined in connection with (and to be effective immediately prior to) the following events: (i) the distribution by the Partnership to a Partner of property (including cash) as consideration for an interest in the Partnership; and (ii) the liquidation of the Partnership within the meaning of Treasury Regulations section 1.704- 1(b)(2)(ii)(g); provided, however, that an adjustment pursuant to clause (i) above shall be made only if such adjustment is necessary or appropriate to reflect the relative economic interest in the Partnership. Each Partner’s Capital Account shall be increased or decreased, as the case may be, by adjustments to reflect a revaluation of Partnership property pursuant to Treasury Regulations section 1.704-1(b)(2)(iv)(f) and this Section 11.02.
Sample 1

Related to Revaluations of Partnership Property

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Investments in Real Estate Make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice).

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

  • Tax Partnership It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved by the Managing Member, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3.

  • Revisions to Allocations to Reflect Issuance of Partnership Interests If the Partnership issues Partnership Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such revisions to this Article 6 and Exhibit B as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

  • Contributions by Initial Limited Partners (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

  • Acquisitions and Investments The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

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