Common use of Deemed Contribution and Distribution Clause in Contracts

Deemed Contribution and Distribution. If the Partnership is liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, but no Dissolution Event has occurred, then the Partnership’s 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 property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership shall be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Contribution and Distribution. If In the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, but no Dissolution Event event described in Section 9.1 hereof has occurred, then the Partnership’s Partnership 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 Partnership property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter, the Partnership shall will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Deemed Contribution and Distribution. If 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) of the Treasury Regulations, but no Dissolution Liquidating Event has occurred, then the Partnership’s property Property shall not be liquidated, the Partnership’s debts and other 's liabilities shall not be paid or discharged, and the Partnership’s '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 property Property and transferred all Partnership liabilities to a new limited partnership in exchange for an interest in such the new limited partnership andpartnership, and immediately thereafter, the Partnership shall will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.