Deemed Terminations. Notwithstanding the provisions of Section 4.2, if the "liquidation" of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) subparagraphs (a) and (b) of Section 4.2 shall not apply, (ii) the tax partnership shall be deemed to have contributed its assets to a new tax partnership and then to have distributed interests in the new tax partnership to the parties, (iii) the parties shall be deemed to have received interests in the new tax partnership equivalent to the interests held by them in the tax partnership deemed terminated, and (iv) the new tax partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Appears in 2 contracts
Samples: Exploration and Development Agreement (Miranda Gold Corp), Exploration and Development Agreement (White Knight Resources Ltd.)
Deemed Terminations. Notwithstanding the provisions of Section 4.2, if the "βliquidation" β of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) subparagraphs (a) and (b) of Section 4.2 shall not apply, (ii) the tax partnership shall be deemed to have contributed its assets to a new tax partnership and then to have distributed interests in the new tax partnership to the parties, (iii) the parties shall be deemed to have received interests in the new tax partnership equivalent to the interests held by them in the tax partnership deemed terminated, and (iv) the new tax partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Appears in 2 contracts
Samples: Exploration and Development Agreement (Miranda Gold Corp), Exploration and Development Agreement (Miranda Gold Corp)
Deemed Terminations. Notwithstanding the provisions of Section 4.2, if the "liquidation" of the tax partnership results from a deemed termination under Section 708(b)(1)(B) of the Code, then (i) subparagraphs (a) and (b) of Section 4.2 shall not apply, (ii) the tax partnership shall be deemed to have contributed its assets Assets to a new tax partnership and then to have distributed interests in the new tax partnership to the partiespartnership, (iii) the parties Participants shall be deemed to have received interests in the new tax partnership equivalent to the interests held by them in the tax partnership deemed terminated, and (iv) the new tax partnership shall continue pursuant to the terms of the this Agreement and this Exhibit.
Appears in 1 contract
Deemed Terminations. Notwithstanding the provisions of Section 4.2, if the "liquidation" of the tax partnership results from a deemed termination under Section 708(b)(1)(B708(b)(1 )(B) of the Code, then (i) subparagraphs (a) and (b) of Section 4.2 shall not apply, (ii) the tax partnership shall be deemed to have contributed its assets to a new tax partnership and then to have distributed interests in the new tax partnership to the parties, (iii) the parties shall be deemed to have received interests in the new tax partnership equivalent to the interests held by them in the tax partnership deemed terminated, and (iv) the new tax partnership shall continue pursuant to the terms of the Agreement and this Exhibit.
Appears in 1 contract
Samples: Exploration and Development Agreement (Great American Minerals Inc)