Common use of Deemed Distribution and Re-contribution Clause in Contracts

Deemed Distribution and Re-contribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(i), but no Liquidating Event has occurred, the 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, the Company shall be deemed to have distributed the Company Property in kind to the Members, who shall be deemed to have assumed and taken subject to all Company liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the Members shall be deemed to have re-contributed the Company property in kind to the Company, which shall be deemed to have assumed and taken subject to all such liabilities.

Deemed Distribution and Re-contribution. Notwithstanding any other provision of this Section 12Article 13, in the event if the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(i), 1.704(b)(2)(ii)(g) but no Liquidating Dissolution Event has occurred, the Company 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 distributed the Company Property in kind to the MembersMember, who shall be deemed to have assumed and taken subject to all Company liabilities, all in accordance with their respective Capital AccountsSection 13.3. Immediately thereafter, the Members Member shall be deemed to have re-contributed the Company property Property in kind to the Company, which shall be deemed to have assumed and taken subject to all such liabilities.