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GIS » Topics » 13.4 Deemed Contribution and Distribution.

This excerpt taken from the GIS 10-Q filed Jan 6, 2005.

        13.4     Deemed Contribution and Distribution.

        Notwithstanding any other provision of this Section 13, in the event the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the 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 its Property and liabilities to a new limited liability company in exchange for an interest in such new company and, immediately thereafter, the Company will be deemed to liquidate by distributing interests in the new company to the Members.



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