Common use of Deferment; Distribution in Kind Clause in Contracts

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company Partnership the Liquidators liquidators determine that an immediate sale of part or all of the CompanyPartnership’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the MembersPartners, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Partnership liabilities (other than loans to the Company Partnership by any Member(s)Partners) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the MembersPartners, in lieu of cash, either (a) all or any portion of such remaining Partnership assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Partnership assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Partnership assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine liquidating trustee determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidating trustee may, in their the liquidating trustee’s sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidating trustee may, in their the liquidating trustee’s sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem liquidating trustee deems reasonable and equitable equitable, and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0213.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine liquidating trustee determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidating trustee may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation winding up of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0213.2, the Liquidators liquidating trustee may, in their sole discretion, distribute to the Members, in lieu of cash, either (ai) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c13.2(c), (bii) as tenants in common and in accordance with the provisions of Section 14.02(c13.2(c), undivided interests in all or any portion of such Company assets of the Company or (ciii) a combination of the foregoing. Any such Distributions in-distributions in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidating trustee deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. Section 4.2. The Liquidators liquidating trustee shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ARTICLE XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and to the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, with the written approval of (i) both the Founder Fund Related Parties and the GSB Holdings Related Parties that are Members, at any time that the GSB Holdings Related Parties and the Founder Fund Related Parties that are Members continue to hold a majority of the Units then outstanding (excluding in their sole discretioneach case for purposes of such calculations the Corporation and all Units held directly or indirectly by it), and (ii) the Members holding a majority of the Units then outstanding, at any other time (excluding for purposes of such calculation the Corporation and all Units held directly or indirectly by it), distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0213.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine liquidating trustee determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidating trustee may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation winding up of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0213.2, the Liquidators liquidating trustee may, in their sole discretion, distribute to the Members, in lieu of cash, either (ai) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c13.2(c), (bii) as tenants in common and in accordance with the provisions of Section 14.02(c13.2(c), undivided interests in all or any portion of such Company assets of the Company or (ciii) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidating trustee deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. Section 4.2. The Liquidators liquidating trustee shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0214.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.0213.2, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c13.2(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c13.2(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such the remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such assets of the Company assets or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such those assets (or the operation thereof or the holders thereof) at such that time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit Profits or Loss Losses (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and to the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will shall first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property so distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0212.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss result in a materially adverse economic effect (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0212.2, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c12.2(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c12.2(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-distributions in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. Sections 4.2 and 4.3. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIII.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (ya) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zb) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0213.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidating trustee determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidating trustee may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation winding up of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0213.2, the Liquidators liquidating trustee may, in their sole discretion, distribute to the Members, in lieu of cash, either (ai) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c13.2(c), (bii) as tenants in common and in accordance with the provisions of Section 14.02(c13.2(c), undivided interests in all or any portion of such Company assets of the Company or (ciii) a combination of the foregoing. Any such Distributions in-distributions in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidating trustee deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidating trustee shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0213.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0213.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-in kind of the Company in accordance with the provisions of Section 14.02(c13.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c13.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in in-kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and to the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, with the written approval of (i) both the Mainsail Related Parties and the Just Rocks Related Parties that are Members, at any time that the Mainsail Related Parties and the Just Rocks Related Parties that are Members continue to hold a majority of the Units then outstanding (excluding in their sole discretioneach case for purposes of such calculations the Corporation and all Units held directly or indirectly by it), and (ii) the Members holding a majority of the Units then outstanding, at any other time (excluding for purposes of such calculation the Corporation and all Units held directly or indirectly by it), distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property so distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0214.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0214.2, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.2(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.2(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ARTICLE XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and to the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretionwith the written approval of the Members holding a majority of the Units then outstanding, at any other time (excluding for purposes of such calculation the Corporation and all Units held directly or indirectly by it), distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0213.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.0213.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c13.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c13.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. Section 5.02. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0213.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0213.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c13.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c13.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0210.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss result in a materially adverse economic effect (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0210.2, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-in kind of the Company in accordance with the provisions of Section 14.02(c)10.2, (b) as tenants in common and in accordance with the provisions of Section 14.02(c)10.2, undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders Holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0213.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine liquidating trustee determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidating trustee may, in their its sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation winding up of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0213.2, the Liquidators liquidating trustee may, in their its sole discretion, distribute to the Members, in lieu of cash, either (ai) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c13.2(c), (bii) as tenants in common and in accordance with the provisions of Section 14.02(c13.2(c), undivided interests in all or any portion of such Company assets of the Company or (ciii) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators deem liquidating trustee deems reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. Section 4.2. The Liquidators liquidating trustee shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0214.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0214.2, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.2(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.2(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (ya) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zb) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0210.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.029.2, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c10.2(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c10.2(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yi) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zii) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or and Loss (if any), which shall be allocated in accordance with Article V. VI. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XI.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators Liquidator may, in their its sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators Liquidator may, in their its sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem Liquidator deems reasonable and equitable and (zand(z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Net Profit or Net Loss (if any), which shall be allocated in accordance with Article V. The Liquidators Liquidator shall determine the Fair Market Value of any property (other than cash) distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0214.02 , the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c)14.02(d) , (b) as tenants in common and in accordance with the provisions of Section 14.02(c)14.02(d) , undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ARTICLE XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02‎Section 13.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02‎Section 13.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-in kind of the Company in accordance with the provisions of Section 14.02(c‎Section 13.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c‎Section 13.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in in-kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ‎Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ‎Article XIV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators Liquidator may, in their its sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators Liquidator may, in their its sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem Liquidator deems reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Net Profit or Net Loss (if any), which shall be allocated in accordance with Article V. The Liquidators Liquidator shall determine the Fair Market Value of any property (other than cash) distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0214.02 , the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c)14.02(d) , (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ARTICLE XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02‎Section 13.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02‎Section 13.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-in kind of the Company in accordance with the provisions of Section 14.02(c‎Section 13.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c‎Section 13.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in in-kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. ‎‎Article 5. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ‎‎Article 14.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or loss(or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ARTICLE XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0212.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine liquidating trustee determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidating trustee may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation winding up of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0212.2, the Liquidators liquidating trustee may, in their sole discretion, distribute to the Members, in lieu of cash, either (ai) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c12.2(c), (bii) as tenants in common and in accordance with the provisions of Section 14.02(c12.2(c), undivided interests in all or any portion of such Company assets of the Company or (ciii) a combination of the foregoing. Any such Distributions in-distributions in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidating trustee deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. Section 4.2. The Liquidators liquidating trustee shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XIII.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.020, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.020, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c)0, (b) as tenants in common and in accordance with the provisions of Section 14.02(c)0, undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (ya) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zb) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities, including to satisfy liabilities under the Company’s liabilities Credit Agreement (other than but not loans to the Company by any Member(s)other Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. time.‌ Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ARTICLE XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such the remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such assets of the Company assets or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such those assets (or the operation thereof or the holders thereof) at such that time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair 41 Market Value, thus creating Profit Profits or Loss Losses (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.0212.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.0212.2, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (ai) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c12.2(d), (bii) as tenants in common and in accordance with the provisions of Section 14.02(c12.2(d), undivided interests in all or any portion of such Company assets of the Company or (ciii) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market ValueValue (as determined by the liquidators rather than the Board), thus creating Profit or Loss loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributedSections 4.2 and 4.3.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s 's assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in ARTICLE XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and to the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-in kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-distributions in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine the Fair Market Value of any property distributed.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine liquidating trustee determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidating trustee may, in their the liquidating trustee’s sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidating trustee may, in their the liquidating trustee’s sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem liquidating trustee deems reasonable and equitable equitable, and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidating trustee shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c14.02(d), (b) as tenants in common and in accordance with the provisions of Section 14.02(c14.02(d), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article ARTICLE V. The Liquidators liquidators shall determine the Fair Market Value of any property distributed.distributed in accordance with the valuation procedures set forth in ARTICLE XV.‌

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth therein, if upon a dissolution of the Company the Liquidators liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators liquidators may, in their sole discretion and the fullest extent permitted by applicable Lawdiscretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s Company liabilities (other than loans to the Company by any Member(s)Members) and reserves. Subject to the order of priorities set forth in Section 14.02, the Liquidators liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind of the Company in accordance with the provisions of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c), undivided interests in all or any portion of such Company assets of the Company or (c) a combination of the foregoing. Any such Distributions in-in kind shall be subject to (yx) such conditions relating to the disposition and management of such assets as the Liquidators liquidators deem reasonable and equitable and (zy) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators liquidators shall determine the Fair Market Value of any property distributeddistributed in accordance with the valuation procedures set forth in Article XV.