Revaluation of Partnership Assets Sample Clauses

Revaluation of Partnership Assets. The General Partner shall revalue Partnership property to its fair market value (determined as provided in Section 4.4) as of the date when any additional or existing Partner makes a non-pro rata contribution of money or property to the Partnership in exchange for an interest in the Partnership or when the Partnership distributes money or property to a withdrawing or continuing Partner in exchange for all or part of its interest in the Partnership.
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Revaluation of Partnership Assets. Upon the occurrence of any event specified in Regulations Section 1.704-2(b)(2)(iv)(f), the General Partner may cause the Capital Accounts of the Partners to be adjusted to reflect the Gross Asset Value of the Partnership's assets at such time, as determined by the General Partner, in accordance with such Regulation.
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Revaluation of Partnership Assets. (a) The assets of the Partnership shall be revalued in accordance with Section 4.10 to their then Fair Market Values as of the date of and immediately prior to (i) the acquisition of an additional interest in the Partnership (including adjustments to Percentage Interests arising as a result of a failure of any Partner to make a required capital contribution pursuant to Section 4.4 hereof) by any new or existing Partner in exchange for more than a de minimis capital contribution to the Partnership, (ii) the distribution by the Partnership of more than a de minimis amount of property as consideration for a redemption of a portion (but not all) of a Partner's interest in the Partnership, (iii) the contribution of the Phase II Assets and Scheduled Phase II Related Assets to the capital of the Partnership on the Phase II Contribution Date, (iv) the contribution of the PCS Assets to the capital of the Partnership on the PCS Contribution Date, (v) on the New Par Determination Date if the New Par Determination Date occurs after the Phase II Contribution Date, (vi) any capital contribution by either the ATI Group or the USW Group pursuant to Section 4.3 and (vii) the liquidation of a Partner's entire interest in the Partnership, or immediately prior to the distribution of Partnership assets in liquidation of the Partnership within the meaning of Treasury Regulations section 1.704-1(b)(2)(ii)(g); provided, however, that no revaluation shall occur if the Partnership Committee by Supermajority Vote reasonably determines that a revaluation would not materially affect the Capital Accounts of the Partners or that the cost of such revaluation would be disproportionate to any benefit to be derived by the Partners from such revaluation.
Sample 1
Revaluation of Partnership Assets. The General Partner may, in the General Partner’s discretion, revalue the assets of the Partnership to their respective fair market values from time to time upon the occurrence of an event described in the Special Allocation Regulations and adjust the books and records of the Partnership, including the Capital Accounts of the Holders, to reflect any gain or loss on such revaluation. Any such revaluation and corresponding adjustments to the books and records of the Partnership shall be done in accordance with the Special Allocation Regulations. Further, depreciation for these purposes is defined and shall be allocated as provided in the Special Allocation Regulations.
Sample 1
Revaluation of Partnership Assets. (a) The assets of the Partnership shall be revalued in accordance with Section 4.9 to their then Fair Market Values as of the date of and immediately prior to (i) the acquisition of an additional interest in the Partnership (including adjustments to Percentage Interests arising as a result of a failure of any Partner to make a required capital contribution pursuant to Section 4.3 hereof) by any new or existing Partner in exchange for more than a de minimis capital contribution to the Partnership, (ii) the distribution by the Partnership of more than a de minimis amount of property as consideration for the redemption of a portion (but not all) of a Partner's interest in the Partnership and (iii) the liquidation of a Partner's entire interest in the Partnership, or immediately prior to the distribution of Partnership assets in liquidation of the Partnership within the meaning of Income Tax Regulations section 1.704-1(b)(2)(ii)(g); provided, however, that no revaluation shall occur if the Partnership Committee reasonably determines that a revaluation would not materially affect the Capital Accounts of the Partners or that the cost of such revaluation would be disproportionate to any benefit to be derived by the Partners from such revaluation.
Sample 1

Related to Revaluation of Partnership Assets

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions; Contributions by the General Partner and its Affiliates 40 Section 5.2 Contributions by Initial Limited Partners 41 Section 5.3 Interest and Withdrawal 41 Section 5.4 Capital Accounts 41 Section 5.5 Issuances of Additional Partnership Interests and Derivative Instruments 45 Section 5.6 Conversion of Subordinated Units 46 Section 5.7 Limited Preemptive Right 47 Section 5.8 Splits and Combinations 47 Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 48 Section 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 48 Section 5.11 Establishment of Series A Preferred Units 50 Section 5.12 Deemed Capital Contributions 63 ARTICLE VI

  • Formation of Partnership The Partnership was formed on August 3, 2018 pursuant to the provisions of the Delaware Act.

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Purpose of Partnership The exclusive purpose of the Partnership shall be (i) to own and operate those certain restaurants known as Outback Steakhouse® at those addresses listed on Exhibit A, and such additional restaurants, if any, as may be approved by the Company in its sole discretion and as may hereafter be established by the Partnership (individually, the “Restaurant,” or collectively, the “Restaurants”), utilizing the System and the Proprietary Marks owned by or licensed to the Company and (ii) to engage in any other lawful act, business or activity for which limited partnerships may be formed under the Act and engage in any and all activities necessary, advisable, convenient or incidental thereto. The Limited Partners acknowledge and agree that as between the parties hereto, the Company is the sole and exclusive owner of the System and the Proprietary Marks and neither the Limited Partners nor the Partnership have any right, title, or interest in or to the System or the Proprietary Marks, except as specifically provided in Section 4.5 hereof. Nothing contained herein shall be construed as granting the Partnership or any Partner any exclusive or protected trading area. Nothing contained herein shall be construed as obligating the Company to open additional restaurants on behalf of the Partnership or to authorize the Partnership to open additional Restaurants. Nothing contained herein shall be construed as limiting the Company’s, or its Affiliates’, right to open, or license others to open, Outback Steakhouse® restaurants at any location, and neither the Partnership nor any Limited Partner shall have any interest in such restaurants.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • 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.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

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