Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
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Samples: Limited Liability Company Agreement, Venturelimited Liability Company Agreement, Limited Liability Company Operating Agreement (Thunder Mountain Gold Inc)
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.24.2 above, if the “"liquidation” " of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs Paragraphs 4.2(a) and (b) above shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their respective interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and Agreement, including but not limited to this Exhibit.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Uranium Energy Corp)
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2Section D.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i1) Subparagraphs 4.2(a) Sections D.2.a and (b) D.2.b shall not apply, (ii2) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereofCompany’s liquidation, (iii3) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Appears in 2 contracts
Samples: Operating Agreement (Western Goldfields Inc), Contribution Agreement (Golden Phoenix Minerals Inc /Mn/)
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.Exhibit C.
Appears in 1 contract
Samples: Limited Liability Company Agreement (General Moly, Inc)
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2Section D.2, if the “"liquidation” " of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i1) Subparagraphs 4.2(a) Sections D.2.a and (b) D.2.b shall not apply, (ii2) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereofCompany's liquidation, (iii3) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
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Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-non- transferring Members in proportion to their interests in the Company in liquidation thereof, and (iii) the new partnership shall continue pursuant to the terms of the Agreement and this ExhibitSchedule.
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Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.. ARTICLE VARTICLE XXVII SALE OR ASSIGNMENT
Appears in 1 contract
Samples: Venture Agreement
Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.. EXHIBIT C
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Deemed Terminations. Notwithstanding the provisions of Paragraph 4.2, if the “liquidation” of the Company results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) Subparagraphs 4.2(a) and (b) shall not apply, (ii) the Company shall be deemed to have contributed its assets Assets to a new partnership in exchange for an interest therein, and immediately thereafter, distributing interests therein to the purchasing party and the non-transferring Members in proportion to their interests in the Company in liquidation thereof, (iii) the new partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Appears in 1 contract
Samples: Operating Agreement (Crosshair Exploration & Mining Corp)