Common use of Deemed Distribution and Recontribution Clause in Contracts

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property 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 federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated considered "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any -------------------------------------- other provision of this Article XIIIXIII (but subject to Section 13.3(b)), in the --------------- event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event of Dissolution has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIIX, in the event the Partnership is deemed 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, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoAccounts, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accountshow such assets would be distributed to the Partners pursuant to Section 10.02(a). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g1(b)(2) (ii) (g), but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit EXHIBIT B hereto, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, unless otherwise provided in Regulations Section 1.704-1(b)(2)(iv), the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner Partners and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII9, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretothis Agreement, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretohereof, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIISection 15, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s property Property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, solely for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretopurposes, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who and the Partners shall be deemed to have assumed and taken such assets the Property subject to all Partnership liabilities, all in accordance with their respective Capital AccountsAccounts and, if either Partner's Capital Account has a deficit balance that such Partner would be required to restore pursuant to Section 15.3 (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind Property to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property 's Property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed re-contributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B A hereto, the Partnership shall be deemed to have --------- distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII11, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretothis Agreement, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIIX, in the event the Partnership is deemed 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, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoAccounts, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accountshow such assets would be distributed to the Partners pursuant to Section 10.2(a). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed liquidated considered "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately Immedi- -50- 54 ately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed re-contributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the ------- Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704Regulations 1. 704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoAccounts, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding -------------------------------------- any other provision of this Article XIIIXIII (but subject to Section 13.3(b)), in --------------- the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event of Dissolution has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding Notwith- standing any other provision of this Article XIIIX, in the event the Partnership is deemed liquidated within the meaning of Regulations Section Treas. Reg. Sec. 1.704-1(b)(2)(ii)(g) (regarding when a liquidation occurs) but no Liquidating Event it has occurrednot dissolved pursuant to Section 9.1 hereof, the Partnership’s property Partnership shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner Partners and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilitiesliabili- ties.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered 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 discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B C hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) 1(b)(2)(ii)(G), but no Liquidating Event has occurred, the Partnership’s property 's Property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; PROVIDED, HOWEVER, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) l(b)(2)(ii)(g), but no Liquidating Dissolution Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1.704- 1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed for federal and state income tax purposes (and only federal and state income tax purposes) to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed for federal and state income tax purposes to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event if the Partnership is deemed liquidated considered "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretoB, the Partnership shall be deemed to have distributed its assets in kind to the General Partner Partners and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all -57- 66 Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property 's Property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the Partnership, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.4 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership shall not be dissolved, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event the Partnership is deemed 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, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, unless otherwise provided in Regulations Section 1.704-1(b)(2)(iv), the Partnership shall be deemed to have distributed its assets in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIISection 8, in the event the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) of the Regulations but no Liquidating Event has occurred, the Partnership’s property Property shall not be liquidated, the Partnership’s ’ s liabilities shall not be paid or discharged discharged, and the Partnership’s ’ s affairs shall not be wound up. Instead, solely for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B heretopurposes, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets subject to all Partnership liabilities, all in accordance with their respective Capital AccountsAccounts and, if the General Partner ‘s Capital Account has a deficit balance that it would be required to restore pursuant to Section 8.3 (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-l(b)(2)(ii)(b)(3). Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets in kind Property to the Partnership, which shall be deemed to have assumed and taken such assets subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered 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 discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) l(b)(2)(ii)(g), but no Liquidating Dissolution Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilitieslabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed 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 discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed re-contributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding Notwith- standing any other provision of this Article XIII13, in the event that the Partnership is deemed liquidated within the meaning of Regulations Section 1.704-1.704- 1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s property 's Property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the Property in kind to the General Partner Partners and Limited Partnersthe Assignees, who shall be deemed to have assumed and taken such assets Property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner Partners and Limited Partners the Assignees shall be deemed to have recontributed the Partnership assets Property in kind to the PartnershipPartner- ship, which shall be deemed to have assumed and taken such assets Property subject to all such liabilities; provided, however, that nothing in this Section 13.3 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 hereof.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIIIVIII, in the event the Partnership is deemed liquidated considered "liquidated" within the meaning of Regulations Section 1.704-1.704- 1(b)(2)(ii)(g) ), but no Liquidating Event has occurred, the Partnership’s 's property shall not be liquidated, the Partnership’s 's liabilities shall not be paid or discharged discharged, and the Partnership’s 's affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.

Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII13, in the event the Partnership is deemed considered liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) l(b)(2)(ii)(g), but no Liquidating Dissolution Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have distributed its assets the property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such assets property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership assets property in kind to the Partnership, which shall be deemed to have assumed and taken such assets property subject to all such liabilities.