Common use of Deemed Contribution and Distribution Clause in Contracts

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section Regulations § 1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In Notwithstanding any other provision of this Article XIII, in the event that the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Dissolution Liquidating Event has occurred, the Company’s property Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, discharged and the Company’s affairs shall not be wound up. Instead, solely for federal and state income tax purposes, the Company shall be deemed to have contributed all Company property its assets and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In Notwithstanding any other provision of this Section 13, in the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company’s property Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property its Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event If the Company is “liquidated” within the meaning of Treasury Regulation section Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event event of dissolution has occurred, the Company’s property assets shall not be liquidated, the Company’s debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property assets and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event liquidating event as described in Section 11.1 above has occurred, the Company’s property Company Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property Property shall not be liquidated, the Company’s Debt and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company’s property Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, and immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In Notwithstanding any other provision of this Article XI, in the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Section 1.704-1(b)(2)(ii)(g1(b)(2)(ii)(G) of the Regulations but no Dissolution Event has occurred, the Company’s property Property shall not be liquidated, Debts and other liabilities of the Company’s liabilities Company shall not be paid or discharged, discharged and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property Property and all its liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will shall be deemed to liquidate by distributing interests in the such new limited liability company to the Members. ( (SECTION 11.5.

Deemed Contribution and Distribution. In the event If the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property shall Property will not be liquidated, the Company’s Debts and other liabilities shall will not be paid or discharged, and the Company’s affairs shall will not be wound up. Instead, solely for federal income income-tax purposes, the Company shall will be deemed to have contributed all Company property Property and liabilities to a new limited liability company in exchange for an interest in such that new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to each Member in the Memberssame proportion as its Percentage Interest.

Deemed Contribution and Distribution. In Notwithstanding any other provision of this Section 12, in the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but l(b)(2)(ii)(g)but no Dissolution Liquidating Event has occurred, the Company’s property Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property its Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation Regulations section 1.704-1(b)(2)(ii)(g) but no Dissolution Event dissolution of the Company pursuant to Section 10.1 hereof has occurred, the Company’s property assets of the Company shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for United States federal income tax purposes, the Company shall be deemed to have contributed all Company property of its assets and liabilities to a new limited liability company partnership in exchange for an interest in such new limited liability company partnership and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company partnership to the Members.

Deemed Contribution and Distribution. In the event Notwithstanding any other provision of this Section 8, if the Company is “liquidated” liquidated within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(gRegulations Section 1.704‑1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property of the Company shall not be liquidated, the Company’s debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property of its assets and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section Regulations § 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company’s property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event dissolution has occurred, the Company’s property Company Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all Company property Property and liabilities to a new limited liability company partnership in exchange for an [•] CONFIDENTIAL TREATMENT REQUESTED interest in such new limited liability company and, partnership and immediately thereafter, the Company will shall be deemed to liquidate by distributing interests in the new limited liability company partnership to the MembersInterest Holders.

Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event event of dissolution has occurred, the Company’s property assets shall not be liquidated, the Company’s 's debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property assets and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company partnership to the Members.

Deemed Contribution and Distribution. In the event Notwithstanding any other provision of this Section 8, if the Company is “liquidated” liquidated within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(gRegulations Section 1.704‑1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property of the Company shall not be liquidated, the Company’s debts and other liabilities shall not be paid or discharged, and the Company’s affairs EXECUTION VERSION shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property of its assets and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event If the Company is “liquidated” within the meaning of Treasury Regulation section Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property shall will not be liquidated, the Company’s liabilities shall will not be paid or discharged, and the Company’s affairs shall will not be wound up. Instead, solely for federal income tax purposes, the Company shall will be deemed to have contributed all Company property Assets and liabilities to a new limited liability company in exchange for an interest in such the new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Deemed Contribution and Distribution. In the event the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property Property shall not be liquidated, the Company’s 's Debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all Company property Property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company partnership to the Members.

Deemed Contribution and Distribution. In the event If the Company is “liquidated” liquidated within the meaning of Treasury Regulation section Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, but no Dissolution Event has occurred, then the Company’s property shall not be liquidated, the Company’s debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.