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: Operating Agreement (Wellsford Real Properties Inc), Operating Agreement (Wellsford Real Properties Inc), Operating Agreement (Equity Residential Properties Trust)
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 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.
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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 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.
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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)(g1.704-(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.
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Samples: Operating Agreement (Switzerland County Development Corp)
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.
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