Common use of Testing Date Clause in Contracts

Testing Date. On the nine-year anniversary of the Final Closing (the “Testing Date”), the General Partner shall determine whether there would have been a Total Shortfall Amount with respect to any Limited Partner as of the Testing Date, assuming that the Partnership had sold all of its assets for fair market value, paid all of its liabilities and dissolved, liquidated and distributed its remaining net assets on the Testing Date in accordance with Section 13.2. For purposes of making the determination, the General Partner shall take into account the actual amount of Capital Contributions made by each Partner to the Partnership and the actual amount distributed to each Partner from the Partnership through the Testing Date. Such determination shall be made within ninety (90) days of the Testing Date. If the General Partner determines that there would have been a Total Shortfall Amount with respect to any Limited Partner as of the Testing Date, the General Partner shall, within one hundred and eighty (180) days of the Testing Date, repay to the Partnership, for distribution to the Limited Partners in accordance with Section 7.1.3, the Total Shortfall Amounts which shall be determined in accordance with Section 13.3(b) as if the Testing Date was the liquidation date of the Partnership. To the extent that any payments are made pursuant to this Section, future distributions and allocations shall be made taking into account the payment by the General Partner to the Partnership.