Common use of Deemed Contribution and Liquidation Clause in Contracts

Deemed Contribution and Liquidation. If the Partnership is liquidated within the meaning of Section 1.704- 1(b)(2)(ii)(g) of the Regulations and no Liquidating Event has occurred and is continuing, the Partnership property shall not be liquidated, the Partnership's debts and liabilities shall not be paid or discharged (except to the extent due and payable in the ordinary course) and the Partnership's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Partnership shall be deemed to have contributed the Partnership property in-kind to a "new partnership," which shall be deemed to have taken the Partnership property subject to all debts and liabilities of the Partnership. Immediately thereafter, the Partnership shall be deemed to have been liquidated, distributing new partnership interests to the Partners, all in accordance with their respective Capital Accounts. The new partnership shall operate in accordance with this Agreement.

Deemed Contribution and Liquidation. If the Partnership is liquidated within the meaning of Section 1.704- 1.704-1(b)(2)(ii)(g) of the Regulations and no Liquidating Terminating Event has occurred and is continuing, the Partnership property Property shall not be liquidated, the Partnership's debts and liabilities shall not be paid or discharged (except to the extent due and payable in the ordinary course) and the Partnership's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Partnership shall be deemed to have contributed the Partnership property Property in-kind to a "new partnership," ", which shall be deemed to have taken the Partnership property Property subject to all debts and liabilities of the Partnership. Immediately thereafter, the Partnership shall be deemed to have been liquidated, distributing 37 new partnership interests to the Partners, all in accordance with their respective Capital Accounts. The new partnership shall operate in accordance with this Agreement.

Deemed Contribution and Liquidation. If the Partnership is liquidated within the meaning of Section 1.704- 1.704-1(b)(2)(ii)(g) of the Regulations and no Liquidating Terminating Event has occurred and is continuing, the Partnership property Property shall not be liquidated, the Partnership's debts and liabilities shall not be paid or discharged (except to the extent due and payable in the ordinary course) and the Partnership's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Partnership shall be deemed to have contributed the Partnership property Property in-kind to a "new partnership," ", which shall be deemed to have taken the Partnership property Property subject to all debts and liabilities of the Partnership. Immediately thereafter, the Partnership shall be deemed to have been liquidated, distributing new partnership interests to the Partners, all in accordance with their respective Capital Accounts. The new partnership shall operate in accordance with this Agreement.

Deemed Contribution and Liquidation. If the Partnership is liquidated within the meaning of Section 1.704- 1(b)(2)(ii)(g) of the Regulations and no Liquidating Event has occurred and is continuing, the Partnership property shall not be liquidated, the Partnership's debts and liabilities shall not be paid or discharged (except to the extent due and payable in the ordinary course) and the Partnership's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Partnership shall be deemed to have contributed the Partnership property in-kind to a "new partnership," ", which shall be deemed to have taken the Partnership property subject to all debts and liabilities of the Partnership. Immediately thereafter, the Partnership shall be deemed to have been liquidated, distributing new partnership interests to the Partners, all in accordance with their respective Capital Accounts. The new partnership shall operate in accordance with this Agreement.