Common use of Deemed Terminations Clause in Contracts

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.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Venturelimited Liability Company Agreement, Limited Liability Company Operating Agreement (Thunder Mountain Gold Inc)

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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.

Appears in 1 contract

Samples: Joint Venture Agreement (Vista Gold Corp)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kinross Gold Corp)

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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

Appears in 1 contract

Samples: Operating Agreement (Golden Phoenix Minerals Inc)

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)

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