Common use of Deemed Distribution and Recontribution Clause in Contracts

Deemed Distribution and Recontribution. Notwithstanding any other provisions of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(G) but no Liquidating Event has occurred, the 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, the Partnership shall be deemed to have distributed the Property 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, and if any Partner has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs) such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2(ii)(B)(3). 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 Recontribution. Notwithstanding any other provisions of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(G) but no Liquidating Event has occurred, the Property 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 Property 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, and if any Partner has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs) such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2(ii)(B)(3). 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 Recontribution. Notwithstanding any other provisions provision of this Article 13ARTICLE 10, in the event the Partnership is liquidated within the meaning of Regulations Regulation Section 1.704-1(b)(2)(ii)(G1(b)(2)(ii)(g) but no Liquidating Event actual liquidation has occurred, the Property 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, the Partnership shall be deemed to have distributed the Property property 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, and if any Partner has an Adjusted Partner's Capital Account Deficit has a deficit balance (after giving effect to all contributions, distributions, and allocations for all Fiscal Yearsfiscal years, including the Fiscal Year fiscal year during which such liquidation occurs) ), such Partner Partners shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Regulation Section 1.704-1(b)(2(ii)(B)(31(b)(2)(ii)(b)(3). 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 the property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provisions of this Article 13, in In the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(G) 1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership Property 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 Partnership Property in 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, Accounts and if any Partner has an Adjusted Partner’s Capital Account Deficit has a deficit balance (after giving effect to all contributions, distributions, distributions and allocations for all Fiscal Yearstaxable years, including the Fiscal Year taxable year during which such liquidation occurs) ), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2(ii)(B)(31(b)(2)(ii)(b)(3). Immediately thereafter, the Partners shall be deemed to have recontributed the property in Partnership Property in-kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provisions provision of this Article 13Section 9, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(G1(b)(2)(ii)(g) but no Liquidating Event has occurred, the 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, solely for federal income tax purposes, the Partnership shall be deemed to have distributed the Property in kind to the Partners, who shall be deemed to have assumed and taken the Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts, and if any Partner has an Adjusted General Partner's Capital Account Deficit has a deficit balance (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs) ), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2(ii)(B)(31(b)(2)(ii)(b)(3). Immediately thereafter, the Partners shall be deemed to have recontributed the property Property in kind to the Partnership, which shall be deemed to have assumed and taken the Property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provisions provision of this Article 13ARTICLE 0, in the event the Partnership is liquidated within the meaning of Regulations Regulation Section 1.704-1(b)(2)(ii)(G1(b)(2)(ii)(g) but no Liquidating Event actual liquidation has occurred, the Property 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, the Partnership shall be deemed to have distributed the Property property 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, and if any Partner has an Adjusted Partner's Capital Account Deficit has a deficit balance (after giving effect to all contributions, distributions, and allocations for all Fiscal Yearsfiscal years, including the Fiscal Year fiscal year during which such liquidation occurs) ), such Partner Partners shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Regulation Section 1.704-1(b)(2(ii)(B)(31(b)(2)(ii)(b)(3). 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 Recontribution. Notwithstanding any other provisions of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(G) but no Liquidating Event has occurred, the 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, the Partnership shall be deemed to have distributed the Property 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, and if any Partner has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs) such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2(ii)(B)(31(b)(2(ii)(b)(3). 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 Recontribution. Notwithstanding any other provisions of this Article 13, in In the event the -------------------------------------- Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(G) 1.704- 1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership 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, the Partnership shall be deemed to have distributed the Partnership Property in 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, Accounts and if any Partner has an Adjusted Partner's Capital Account Deficit has a deficit balance (after giving effect to all contributions, distributions, distributions and allocations for all Fiscal Yearstaxable years, including the Fiscal Year taxable year during which such liquidation occurs) ), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2(ii)(B)(31(b)(2)(ii)(b)(3). Immediately thereafter, the Partners shall be deemed to have recontributed the property in Partnership Property in-kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provisions of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(G1(b)(2)(ii)(g) but no Liquidating Event has occurred, the 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, the Partnership shall be deemed to have distributed the Property 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, and if any Partner has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs) such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2(ii)(B)(31(b)(2(ii)(b)(3). 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.