Common use of Deemed Distribution and Recontribution Clause in Contracts

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit Holders.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12the Liquidation Provisions, in the event the Company is liquidated within the meaning of Regulations Regulations, Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts debts, obligations and other liabilities of the Company shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such the new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such the interest in the new company to the Unit HoldersUnitholders.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 14, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest interests in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 9, in the event the Company is liquidated within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities Liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article IX, in the event the Company is liquidated within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities Liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 14, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s 's Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article XII, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities Liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article IX, in the event the Company is liquidated within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities Liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article XIV, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s 's Debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit Holders.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 13, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s 's Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g1.7041(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit Holders.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 1210, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s 's Debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property properties and liabilities of the Company to a new limited liability company in exchange for an interest in such new companylimited liability company and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new limited liability company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit Holders.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s 's Debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. BADGER STATE ETHANOL, LLC OPERATING AGREEMENT Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit Holders.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section Regulation § 1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company Property shall not be liquidated, the Company’s Debts debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Company Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate have been liquidated by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s 's Debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax tax: purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit Holders.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 16, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 15, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s 's Debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 14, in the event the Company is liquidated within the meaning of 52 Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article 14, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities Liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12Article X, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event the Company has occurrednot been legally dissolved, the Company Property shall not be liquidated, the Company’s Debts debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Company Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new company to the Unit HoldersMembers. The provisions of this Section 10.3 shall be deemed Survival Obligations.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 1210, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property properties and liabilities of the Company to a new limited liability company in exchange for an interest in such new companylimited liability company and, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest interests in the new limited liability company to the Unit HoldersMembers.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section Regulation §1.704-1(b)(2)(ii)(g) but no Dissolution Liquidating Event has occurred, the Company Property shall not be liquidated, the Company’s Debts 's debts and other liabilities shall not be paid or discharged, and the Company’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Company Property and liabilities to a new limited liability company in exchange for an interest in such new companycompany and, and immediately thereafter, the Company will be deemed to liquidate have been liquidated by distributing such interest interests in the new company to the Unit HoldersMembers.