Common use of Deemed Distribution and Recontribution Clause in Contracts

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XII, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act has occurred, the Property shall not be liquidated, the Partnership’s debts and other 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 contributed all its Property and Liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIXIII, in the event the Partnership is liquidated “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act Liquidating Event has occurred, the Property Partnership’s property shall not be liquidated, the Partnership’s debts and other Liabilities liabilities shall not be paid or discharged, discharged and the Partnership’s affairs shall not be wound up. Instead, solely for federal income tax purposespurposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have contributed all its Property Partnership property and Liabilities liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, and immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIXIII, in the event the Partnership is liquidated “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act Liquidating Event has occurred, the Property Partnership’s property shall not be liquidated, the Partnership’s debts and other Liabilities liabilities shall not be paid or discharged, discharged and the Partnership’s affairs shall not be wound up. Instead, solely for federal income tax purposespurposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereof, the Partnership shall be deemed to have contributed all its Property Partnership property and Liabilities liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, and immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIXVI, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act Liquidating Event has occurred, the Property shall not be liquidated, the Partnership’s debts and other Liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Partnership shall be deemed to have contributed all its Property and Liabilities liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XII12, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act has occurred, the Property shall not be liquidated, the Partnership’s debts and other 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 contributed all its Property and Liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XII12, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and event requiring winding up under the Act TBOC has occurred, the Property shall not be liquidated, the Partnership’s debts and other 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 contributed all its Property and Liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XII, in In the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act Liquidating Event has occurred, the Partnership Property shall not be liquidated, the Partnership’s debts and other Liabilities 's liabilities shall not be paid or discharged, and the Partnership’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Partnership shall be deemed to have contributed all its Partnership Property and Liabilities liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, and immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XII13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) but no actual dissolution and winding up under the Act Liquidating Event has occurred, the Property Partnership’s property shall not be liquidated, the Partnership’s debts and other Liabilities 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 contributed all of its Property assets and Liabilities liabilities to a new limited partnership in exchange for an interest in such the new limited partnership and, immediately partnership. Immediately thereafter, the Partnership will shall be deemed to liquidate by distributing distribute interests in the new limited partnership to the PartnersPartners in proportion to their respective interests in the Partnership in liquidation of the Partnership.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XII13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act Liquidating Event has occurred, the Property Partnership’s property shall not be liquidated, the Partnership’s debts and other Liabilities 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 contributed all of its Property assets and Liabilities liabilities to a new limited partnership in exchange for an interest in such the new limited partnership and, immediately partnership. Immediately thereafter, the Partnership will shall be deemed to liquidate by distributing distribute interests in the new limited partnership to the PartnersPartners in proportion to their respective interests in the Partnership in liquidation of the Partnership.

Deemed Distribution and Recontribution. Notwithstanding any other provision provisions of this Article XIISection 11, in the event the Partnership is liquidated within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but no actual dissolution and winding up under the Act Dissolution Event has occurred, the Partnership Property shall not be liquidated, the Partnership’s debts and other Liabilities 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 contributed all its Property and Liabilities liabilities to a new limited partnership in exchange for an limited partnership interests and a general partnership interest in such new limited partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing partnership interests in the new limited partnership to the Partners.