Common use of Deemed Contribution and Distribution Clause in Contracts

Deemed Contribution and Distribution. Notwithstanding any other provisions 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, in accordance with Regulations Section 1.708-1(b)(4), the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership. Immediately thereafter, the Partnership shall be deemed to have liquidated by distributing the interests in the new partnership to the new General Partner and the Limited Partners.

Appears in 8 contracts

Samples: Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co)

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Deemed Contribution and Distribution. Notwithstanding any other provisions 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 ’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, in accordance with Regulations Section 1.708-1(b)(4), the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership. Immediately thereafter, the Partnership shall be deemed to have liquidated by distributing the interests in the new partnership to the new General Partner and the Limited Partners.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co)

Deemed Contribution and Distribution. Notwithstanding any other provisions 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 ’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, in accordance with Regulations Section 1.708-1(b)(4), the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership. Immediately thereafter, the Partnership shall be deemed to have liquidated by distributing the distribute interests in the new partnership to the new General Partner and Limited Partners in proportion to their respective interests in the Limited PartnersPartnership in liquidation of the Partnership.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Carey Watermark Investors 2 Inc), Limited Partnership Agreement (Carey Watermark Investors Inc)

Deemed Contribution and Distribution. Notwithstanding any other provisions of this Article 13XIII, 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, in accordance with Regulations Section 1.708-1(b)(4), the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership. Immediately thereafter, the Partnership shall be deemed to have liquidated by distributing the interests in the new partnership to the new General Partner and Partners (including the Limited Partnerstransferee of a Partnership Interest).

Appears in 1 contract

Samples: Limited Partnership Agreement (Copi Colorado Lp)

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Deemed Contribution and Distribution. Notwithstanding any other provisions 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, in accordance with Regulations Section 1.708-1(b)(4), the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership. Immediately thereafter, the Partnership shall be deemed to have liquidated by distributing the distribute interests in the new partnership to the new General Partner and Limited Partners in proportion to their respective interests in the Limited PartnersPartnership in liquidation of the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Carey Watermark Investors 2 Inc)

Deemed Contribution and Distribution. Notwithstanding any other provisions of this Article 13XI, 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, in accordance with Regulations Section 1.708-1(b)(4), the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership. Immediately thereafter, the Partnership shall be deemed to have liquidated by distributing the interests in the new partnership to the new General Partner and Partners (including the Limited Partnerstransferee of a Partnership Interest).

Appears in 1 contract

Samples: Merger Agreement (Station Casinos Inc)

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