Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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 distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 12 contracts
Samples: Fourth (Gramercy Property Trust Inc.), Gramercy Property Trust, Gramercy Property Trust Inc.
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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 distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 9 contracts
Samples: Sl Green Realty Corp, Gramercy Capital Corp, American Industrial Properties Reit Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property 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 distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.
Appears in 8 contracts
Samples: Agreement (Aimco OP L.P.), Aimco Properties L.P., Aimco OP L.P.
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 7 contracts
Samples: Gables Realty Limited Partnership, Gables Realty Limited Partnership, Fourth (Gables Residential Trust)
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 6 contracts
Samples: Agreement (Monarch Properties Inc), Agreement (Vinings Investment Properties Trust/Ga), Agreement (Vinings Investment Properties Trust/Ga)
Deemed Distribution and Recontribution. Notwithstanding any -------------------------------------- other provision of this Article XIIIXIII (but subject to Section 13.3(b)), in the --------------- event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event of Dissolution has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged 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 distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 4 contracts
Samples: Contribution Agreement (Cabot Industrial Trust), Agreement (Cabot Industrial Properties Lp), Agreement (Cabot Industrial Properties Lp)
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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, unless otherwise provided in Regulations Section 1.704-1(b)(2)(iv), the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 3 contracts
Samples: Shelbourne Properties Iii Inc, Shelbourne Properties Ii Inc, Shelbourne Properties I Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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 EXHIBIT B hereto, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 3 contracts
Samples: Sl Green Realty Corp, Camden Property Trust, Sl Green Realty Corp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g1(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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities. Section 13.5.
Appears in 3 contracts
Samples: Gables Realty Limited Partnership, Gables Residential Trust, Gables Realty Limited Partnership
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIIX, in the event the Partnership is deemed 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 heretoAccounts, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accountshow such assets would be distributed to the Partners pursuant to Section 10.02(a). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 3 contracts
Samples: Schedules and Exhibits (Four Springs Capital Trust), Four Springs Capital Trust, Four Springs Capital Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 3 contracts
Samples: Colonial Realty Limited Partnership, Colonial Properties Trust, Colonial Properties Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed 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 heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 3 contracts
Samples: Eldertrust, Presidio Golf Trust, Eldertrust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed re-contributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 2 contracts
Samples: Lexington Corporate Properties Trust, Lexington Corporate Properties Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII9, in the event the Partnership is deemed 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 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 heretothis Agreement, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Walden Residential Properties Inc), Walden Residential Properties Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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 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 heretohereof, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 2 contracts
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIISection 15, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s property Property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretopurposes, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who and the Partners shall be deemed to have assumed and taken such assets the Property subject to all Partnership liabilities, all in accordance with their respective Capital AccountsAccounts and, if either Partner's Capital Account has a deficit balance that such Partner would be required to restore pursuant to Section 15.3 (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind Property to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 2 contracts
Samples: Cox Enterprises Inc Et Al, Cox Communications Inc /De/
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 A hereto, the Partnership shall be deemed to have --------- distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 2 contracts
Samples: Cavanaughs Hospitality Corp, Cavanaughs Hospitality Corp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(gl(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 heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 2 contracts
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 2 contracts
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII11, in the event the Partnership is deemed 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 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 heretothis Agreement, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Walden Residential Properties Inc), Walden Residential Properties Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property '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 distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.
Appears in 2 contracts
Samples: Aimco Properties Lp, Aimco Properties Lp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed 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 heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner Partners and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Equity Office Properties Trust), Assignment and Assumption Agreement (Equity Office Properties Trust)
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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, unless otherwise provided in Regulations Section 1.704-1(b)(2)(iv), the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 1 contract
Samples: Agreement (First Union Real Estate Equity & Mortgage Investments)
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed re-contributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Lexington Corporate Properties Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed 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 heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner Partners and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 1 contract
Samples: National Health Realty Inc
Deemed Distribution and Recontribution. Notwithstanding -------------------------------------- any other provision of this Article XIIIXIII (but subject to Section 13.3(b)), in --------------- the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event of Dissolution has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged 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 distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Cabot Industrial Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered 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 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 C hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Mid-America Apartments, L.P.
Deemed Distribution and Recontribution. Notwithstanding Notwith- standing any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1.704- 1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property '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 distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the PartnershipPartner- ship, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.
Appears in 1 contract
Samples: Apartment Investment & Management Co
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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 distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all -57- 66 Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 1 contract
Samples: Vornado Realty Lp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property '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 distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.4 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.
Appears in 1 contract
Samples: Excel Realty Trust Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) 1(b)(2)(ii)(G), but no Liquidating Event has occurred, the Partnership’s property '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 distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; PROVIDED, HOWEVER, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.
Appears in 1 contract
Samples: Apartment Investment & Management Co
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership shall not be dissolved, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Life Storage Lp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIISection 14, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations but no Liquidating Event has occurred, the Partnership’s property Property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretopurposes, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital AccountsAccounts and, if any Partner's Capital Account has a deficit balance that such Partner would be required to restore pursuant to Section 14.3 (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind Property to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 1 contract
Samples: Tele Communications Inc /Co/
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) l(b)(2)(ii)(g), but no Liquidating Dissolution Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilitieslabilities.
Appears in 1 contract
Samples: Boddie Noell Properties Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIIVIII, in the event the Partnership is deemed liquidated considered "liquidated" within the meaning of Regulations Section 1.704-1.704- 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Strategic Timber Trust Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) l(b)(2)(ii)(g), but no Liquidating Dissolution Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Fac Realty Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1.704- 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 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 distributed its assets the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed for federal and state income tax purposes (and only federal and state income tax purposes) to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed for federal and state income tax purposes to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Constructive Ownership Definition (Hanover Capital Holdings Inc)
Deemed Distribution and Recontribution. Notwithstanding Notwith- standing any other provision of this Article XIIIX, in the event the Partnership is deemed liquidated within the meaning of Regulations Section Treas. Reg. Sec. 1.704-1(b)(2)(ii)(g) (regarding when a liquidation occurs) but no Liquidating Event it has occurrednot dissolved pursuant to Section 9.1 hereof, the Partnership’s property Partnership shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged 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 distributed its assets the property in kind to the General Partner Partners and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilitiesliabili- ties.
Appears in 1 contract
Samples: MCN Corp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately Immedi- -50- 54 ately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed re-contributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Lexington Corporate Properties Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) l(b)(2)(ii)(g), but no Liquidating Dissolution Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Highwoods Properties Inc
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Colonial Properties Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated "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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Reckson Associates Realty Corp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 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 distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.
Appears in 1 contract
Samples: Hammons John Q Hotels Lp
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIIX, in the event the Partnership is deemed 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 heretoAccounts, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accountshow such assets would be distributed to the Partners pursuant to Section 10.2(a). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 1 contract
Samples: Four Springs Capital Trust
Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed 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 heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.
Appears in 1 contract
Samples: National Health Realty Inc