Common use of Assets Reserved Clause in Contracts

Assets Reserved. If, upon a Dissolution Event, there are any assets that, in the judgment of the General Partner, cannot be sold or distributed in kind without sacrificing a significant portion of the value thereof or where such sale or distribution is otherwise impractical at the time of the Dissolution Event, such assets may be retained by the Partnership if the General Partner determines that the retention of such assets is in the best interests of the Limited Partners and such assets shall not be considered for purposes of computing Capital Accounts upon winding up and amounts distributable pursuant to Section 8.2(a). Upon the sale of such assets or a determination by the General Partner that circumstances no longer require their retention, such assets (at their Fair Value) or the proceeds of their sale shall be taken into account in computing Capital Accounts on winding up and amounts distributable pursuant to Section 8.2(a), and distributed in accordance with such Fair Value pursuant to Section 8.2(a).

Appears in 1 contract

Sources: Limited Partnership Agreement

Assets Reserved. If, upon a Dissolution Event, there are any assets that, in the judgment of the General Partner, cannot be sold or distributed in kind without sacrificing a significant portion of the value thereof or where such sale or distribution is otherwise impractical at the time of the Dissolution Event, such assets may be retained by the Partnership if the General Partner determines that the retention of such assets is in the best interests of the Limited Partners and such assets shall not be considered for purposes of computing Capital Accounts upon winding up and amounts distributable pursuant to Section 8.2(a9.2(b) (Distributions Upon Winding Up). Upon the sale of such assets or a determination by the General Partner that circumstances no longer require their retention, such assets (at their Fair Value) or the proceeds of their sale shall be taken into account in computing Capital Accounts on winding up and amounts distributable pursuant to Section 8.2(a), 9.2(b) and distributed in accordance with such Fair Value pursuant to Section 8.2(a)value.

Appears in 1 contract

Sources: Limited Partnership Agreement