Deemed contribution and distribution clause samples

10.5 Deemed Contribution and Distribution. In the event the Company is “liquidated” within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the Company’s property shall not be liquidated, the Company’s 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 Company property and liabilities to a new limited liability company in exchange for an interest in such new limited liability company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new limited liability company to the Members.

Section13.3 Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 13, in the event that the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Company’s Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged and the Company’s affairs shall not be wound up. Instead, for federal income tax purposes the Company shall be deemed to have contributed all of its assets and liabilities to a new limited liability company in exchange for an interest in the new limited liability company; and immediately thereafter, distributed Units to the Members in the new limited liability company in accordance with their respective Capital Accounts in liquidation of the Company, and the new limited liability company is deemed to continue the business of the Company. Nothing in this Section13.3 shall be deemed to have constituted any Assignee as a Substituted Member without compliance with the provisions of Section11.3 hereof.

Section13.3 Deemed Contribution and Distribution. Notwithstanding any other provision of this Article13, in the event that the Company is liquidated within the meaning of Regulations Section1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Company’s Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged and the Company’s affairs shall not be wound up. Instead, for U.S. federal income tax purposes, the Company shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Units to the Members in the new partnership in accordance with their respective Capital Accounts in liquidation of the Company, and the new partnership shall be deemed to continue the business of the Company. Nothing in this Section13.3 shall be deemed to have constituted any Assignee as a Substituted Member without compliance with the provisions of Section11.4 hereof.

Section13.3 Deemed Contribution and Distribution. Notwithstanding any other provision of this Article13, in the event that the Partnership is liquidated within the meaning of Regulations Section1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s 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, for U.S. Federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section11.4 or Section13.3.

11.5 Deemed Contribution and Distribution. 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 Partnership’s 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 contributed all Partnership 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.

11.5 Deemed Contribution and Distribution. In the event the Trust is liquidated within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), but no Dissolution Event has occurred, the Trust’s property shall not be liquidated, the Trust’s liabilities shall not be paid or discharged, and the Trust’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Trust shall be deemed to have contributed all Trust property and liabilities to a new trust in exchange for an interest in such new trust and, immediately thereafter, the Trust will be deemed to liquidate by distributing interests in the new trust to the Shareholders.