Liquidating Distribution. In the event that the Partnership is terminated pursuant to Section 708(b)(1)(A) of the Code (or otherwise) and the assets of the Partnership are required to be distributed (or are deemed to be distributed) in liquidation of the Partnership, then such assets shall be distributed (or deemed to be distributed) in accordance with the Profit Shares (unless otherwise determined by the Tax Matters Partner in its reasonable discretion).
Appears in 2 contracts
Sources: Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.), Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.)
Liquidating Distribution. In the event that the Partnership is terminated pursuant to Section 708(b)(1)(A) of the Code (or otherwise) and the assets of the Partnership are required to be distributed (or are deemed to be distributed) in liquidation of the Partnership, then such assets shall be distributed (or deemed to be distributed) in accordance with the US Profit Shares (unless otherwise determined by the Tax Matters Partner in its reasonable discretion).
Appears in 2 contracts
Sources: Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.), Master Research and Collaboration Agreement (Vividion Therapeutics, Inc.)
Liquidating Distribution. In the event that the Partnership is terminated pursuant to Section 708(b)(1)(A) 1.8 of the Code (or otherwise) and this Schedule M, then the assets of the Partnership are required to be distributed (or are deemed to be distributed) in liquidation of the Partnership, then such assets shall be distributed (or deemed to be distributed) in liquidation of the Partnership in accordance with the Profit Shares (unless otherwise determined by Share, and the Tax Matters Partner requirements under Section 5.6 of this Agreement shall be deemed to occur after such distribution and in its reasonable discretion)exchange for payments required pursuant to Section 7.11 of this Agreement, as applicable.
Appears in 1 contract
Sources: Strategic Collaboration and License Agreement (Metagenomi Technologies, LLC)
Liquidating Distribution. In the event that the Partnership is terminated pursuant to Section 708(b)(1)(A708(b)(1) of the Code (or otherwise) and the assets of the Partnership are required to be distributed (or are deemed to be distributed) in liquidation of the Partnership, then such assets shall be distributed (or deemed to be distributed) in accordance with the U.S. Profit Shares (Share or with the terms applicable to Reversion Products, unless otherwise determined required by the Tax Matters Partner in its reasonable discretion)Agreement or Applicable Law.
Appears in 1 contract