Common use of Deemed Distribution and Reconstitution Clause in Contracts

Deemed Distribution and Reconstitution. Notwithstanding any other provision of this ARTICLE X, in the event the Partnership is liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations but the Partnership is not liquidated under this ARTICLE X, the Property of the Partnership 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, the Partnership shall be deemed to have distributed the assets of the Partnership in kind to the Partners, who shall be deemed to have assumed and taken subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the Partners shall be deemed to have recontributed the Property in kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities.

Deemed Distribution and Reconstitution. Notwithstanding any other provision of this ARTICLE Article X, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g1.704- 1 (b)(2)(ii)(g) of the Regulations but the Partnership is not liquidated under this ARTICLE XArticle 10, the Property property of the Partnership shall not be liquidated, the Partnership's ’s liabilities shall not be paid or discharged, and the Partnership's ’s affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the assets of the Partnership in kind to the Partners, who shall be deemed to have assumed and taken subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the Partners shall be deemed to have recontributed the Property in kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities.

Deemed Distribution and Reconstitution. Notwithstanding any other provision of this ARTICLE Article X, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations but the Partnership is not liquidated under this ARTICLE Article X, the Property property of the Partnership 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, the Partnership shall be deemed to have distributed the assets of the Partnership in kind to the Partners, who shall be deemed to have assumed and taken subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the Partners shall be deemed to have recontributed the Property in kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities.