Common use of Deemed Contribution and Distribution Clause in Contracts

Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 13, in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have contributed all Partnership property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 13, in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B A hereto, the Partnership shall be deemed to have contributed all Partnership property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 1312, in the event the Partnership is “liquidated” considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), ) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have contributed all Partnership property of its assets and liabilities to a new limited partnership in exchange for an interest in such the new limited partnership and, immediately partnership. Immediately thereafter, the Partnership will shall be deemed to liquidate have liquidated by distributing interests in the new limited partnership to the PartnersPartners (including the transferee of a Partnership Interest).

Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 13, in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, for U.S. federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B A hereto, the Partnership shall be deemed to have contributed all Partnership property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 13, in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g1.704‑1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have contributed all Partnership property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 13, in the event the Partnership is “liquidated” considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), ) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have contributed all Partnership property of its assets and liabilities to a new limited partnership in exchange for an interest in such the new limited partnership and, immediately partnership. Immediately thereafter, the Partnership will shall be deemed to liquidate have liquidated by distributing interests in the new limited partnership to the PartnersPartners (including the transferee of a Partnership Interest).