Common use of Deemed Liquidation Clause in Contracts

Deemed Liquidation. If no Dissolution Event has occurred, but the Company is deemed liquidated for federal income tax purposes within the meaning of Regulation Section 1.704-1 (b)(2)(ii)(g), the Company shall not be wound up and dissolved but its assets and liabilities shall be deemed to have been distributed to the Members and contributed to a new limited liability company which shall operate and be governed by the terms of this Agreement.

Appears in 5 contracts

Samples: Pledge and Security Agreement (Equity Residential Properties Trust), Assignment of Interest (Wellsford Real Properties Inc), Operating Agreement (Wellsford Real Properties Inc)

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Deemed Liquidation. If no Dissolution Event has occurred, but the Company is deemed liquidated for federal income tax purposes within the meaning of Regulation Section 1.704-1 (b)(2)(ii)(g1(b)(2)(ii)(g), the Company shall not be wound up and dissolved but its dissolved. Instead, the Company’s assets and liabilities shall be deemed to have been distributed to the Members and contributed to a new limited liability company company, which shall operate and be governed by the terms of this Agreement, and the interests in the new company shall be deemed distributed to the Members.

Appears in 2 contracts

Samples: Operating Agreement (Strategic Realty Trust, Inc.), Operating Agreement (Strategic Realty Trust, Inc.)

Deemed Liquidation. If no Dissolution Event has occurred, but the Company is deemed liquidated for federal income tax purposes within the meaning of Regulation Regulations Section 1.704-1 (b)(2)(ii)(g), the Company shall not be wound up and dissolved but its assets and liabilities shall be deemed to have been distributed to the Members and contributed to a new limited liability company Company which shall operate and be governed by the terms of this Agreement.. ARTICLES OF ORGANIZATION (to be attached) APPENDIX 3 LITIGATION CERTIFICATES (1 to be attached for each Member)

Appears in 1 contract

Samples: Operating Agreement (155 East Tropicana, LLC)

Deemed Liquidation. If no Dissolution Event has occurred, but the Company is deemed liquidated for federal income tax purposes within the meaning of Regulation Regulations Section 1.704-1 (b)(2)(ii)(g), the Company shall not be wound up and dissolved but its assets and liabilities shall be deemed to have been distributed to the Members and contributed to a new limited liability company Company which shall operate and be governed by the terms of this Operating Agreement.

Appears in 1 contract

Samples: Operating Agreement (155 East Tropicana, LLC)

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Deemed Liquidation. If no Dissolution Event has occurred, but the Company is deemed liquidated for federal income tax purposes within the meaning of Regulation Regulations Section 1.704-1 (b)(2)(ii)(g), the Company shall not be wound up and dissolved but but, except as otherwise provided by Regulations Section 1.708-1(b)(4), its assets and liabilities shall be deemed to have been distributed to the Members and contributed to a new limited liability company company, which shall operate and be governed by the terms of this Agreement, and interests in the new limited liability company shall be deemed distributed to the Members as liquidating distributions by the Company.

Appears in 1 contract

Samples: Operating Agreement (Siena Technologies, Inc.)

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