Tax Termination. In addition to termination of the Company following --------------- its Dissolution, a termination of the Company will occur, for federal income tax purposes only, on the date the Company is terminated under (S) 708(b)(1) of the Code. Under current law, events causing such a termination include the sale or exchange of 50% or more of the total interest in the capital and profits of the Company within a 12-month period. Upon the occurrence of a termination under (S) 708(b)(1) of the Code, a constructive Liquidation and a constructive reformation of the Company as a tax partnership will be deemed to occur for federal income tax purposes. All adjustments and computations will be made under this Agreement as if the constructive transactions had actually occurred, and the Capital Accounts of the Members in such new tax partnership will be determined and maintained in accordance with the (S) 704(b) Regulations.
Tax Termination. In addition to termination of the Company following --------------- its Dissolution, a termination of the Company will occur, for federal income tax purposes only, on the date the Company is terminated under (S) 708(b)(1) of the Code. Under current law, events causing such a termination include the sale or exchange of 50% or more of the total interest in the capital and profits of the Company within a 12-month period. Upon the occurrence of a termination under (S) 708(b)(1) of the Code, the Company will be deemed to contribute its assets and liabilities to a new partnership for tax purposes and will be deemed to distribute interests in such new partnership to the purchaser and the remaining Members in proportion to their respective interests in the Company. All adjustments and computations will be made under this Agreement as if the constructive transactions had actually occurred, and the Capital Accounts of the Members in such new tax partnership will be determined and maintained in accordance with the (S) 704(b) Regulations.
Tax Termination. 46 Section 18.3
Tax Termination. The consummation of the transactions contemplated by this Agreement will result in the termination of the Tax Partnership pursuant to Section 708(b)(1)(B) of the Code (the “Tax Termination”).
Tax Termination. In addition to termination of the Company following its Dissolution, a termination of the Company will occur, for federal income tax purposes only, on the date the Company is terminated under § 708(b)(1) of the Code. Under current law, events causing such a termination include the sale or exchange of 50% or more of the total interest in the capital and profits of the Company within a 12 month period. Upon the occurrence of a termination under § 708(b)(1) of the Code, the Company will be deemed to contribute all of its assets and liabilities to a new partnership for tax purposes in exchange for an interest in such partnership and, immediately thereafter, to distribute interests in the new partnership to the Members in complete liquidation of the Company. All adjustments and computations will be made under this Agreement as if the constructive transactions had actually occurred, and the Capital Accounts of the Members in such new tax partnership will be determined and maintained in accordance with the § 704(b) Regulations.
Tax Termination. Notwithstanding any other provision of this Article 13, in the event the Partnership is considered "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, for federal income tax purposes, the Partnership shall be deemed to have contributed the property in kind to a new partnership treated as a continuation of the Partnership for federal income tax purposes pursuant to Regulations Section 1.708-1(b)(1)(iv) and the Partnership shall be deemed to liquidate and, in connection with such deemed liquidation, distribute interests in the new partnership to the Partners pro rata in accordance with their respective Capital Account balances immediately prior to such deemed liquidation. The deemed termination and liquidation of the Partnership pursuant to Regulations Section 1.708-1(b)(1)(iv) shall be disregarded for purposes of maintaining and computing the Partners' Capital Accounts in Exhibit "B" hereto.
Tax Termination. In the event of a termination of the Limited Liability Company for federal income tax purposes under Section 708 of the Code resulting from the transfer of an interest in the Limited Liability Company, the Limited Liability Company shall nevertheless remain in full force and effect under this Agreement and the Capital Accounts shall govern the constructive liquidation for federal income tax purposes and new Capital Accounts shall be redetermined in accordance with Section 6.6.
Tax Termination. In the event of a termination of the LLC for federal income tax purposes under Section 708 of the Code resulting from the transfer of an interest in the LLC, the LLC shall nevertheless remain in full force and effect hereunder and the Capital Accounts shall govern the constructive liquidation for federal income tax purposes and new Capital Accounts shall be redetermined in accordance with Section 6.6.
Tax Termination. Notwithstanding anything to the contrary in this Agreement, a direct or indirect Disposition of a Membership Interest shall be made only with the consent of all Members if the Disposition would (a) cause a termination of the Company under Section 708 of the Code or (b) adversely affect the tax consequences of the Company or any Member.
Tax Termination. If such Disposition would occur prior to the end of the PTC Period, either (x) such Disposition would not result in Holdings’ termination within the meaning of Section 708 of the Code or (y) the transferor fully indemnifies each other Member and each other member of Holdings for any adverse Tax consequences it experiences as a result of any termination pursuant to Section 708 of the Code as a result of such Disposition in a manner reasonably acceptable to such other Members and such other members of Holdings.
