Common use of Distribution in Liquidation Clause in Contracts

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with Section 6.1. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.3. (e) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. (a) The Liquidator shall distribute the Company’s assets shall be applied in the following order of priority: (ai) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (bii) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (ciii) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that that, at the expiration of such period of time as the Liquidator may reasonably deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and; (div) fourth, the remainder to the Members remainder, if any, in accordance with Section 6.1. Sections 5.1 and 5.3 hereof. (b) If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member Board of Managers in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (ai), (bii), and (ciii) of this Section 11.310.3(a); and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (div) of this Section 11.3. (e) 10.3(a). If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. (a) The Liquidator shall, as soon as practicable following an event giving rise to the dissolution, winding up and termination of the Company’s , wind up the affairs of the Company and sell and/or distribute the assets of the Company. The assets of the Company shall be applied in the following order of priority: (ai) first, to pay the costs and expenses of the winding-updissolution, liquidation winding up and termination of the Company; (bii) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities Company (other than any Members in their capacity as Members but including any liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to in the Members in their capacity as Membersorder of priority provided by law; (ciii) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at all or part of the expiration balance of such period of reserves shall be distributed as hereinafter provided from time to time as the Liquidator may deem advisableappropriate in view of the satisfaction, the balance of such reserves remaining after the payment elimination or reduction of such contingencies or liabilities shall be distributed as hereinafter providedand obligations and the reserves deemed prudent by the Liquidator to cover unforeseen liabilities; (iv) fourth, to the Members for loans, if any, made by them to the Company; and (dv) fourthfifth, the remainder to the Members in accordance with Section 6.1. 5.1. (b) If the Liquidator, in its sole discretion, Liquidator determines that Company assets other than cash are to be distributed, then the Liquidator fair value of such assets shall cause the Fair Market Value of the assets not so liquidated to be determined (with any determined. Any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets belonging to the Company having a value, value (net of any liability related thereto, associated liabilities) equal to the amount by which the cash net proceeds of liquidated the Company’s assets are insufficient to satisfy the requirements of clauses paragraphs (ai), (bii), (iii) and (civ) of this Section 11.310.3(a); and (iii) the The remaining assets belonging to the Company shall be distributed to the Members in the manner specified in clause paragraph (dv) of this Section 11.3. (e) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.10.3

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and; (d) fourth, to the Class B Member in the amount of the outstanding balance in its Capital Account; and (e) fifth, the remainder to the Members in accordance with pursuant to Section 6.15.1. If the Liquidator, in its sole reasonable discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member Manager in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.310.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause clauses (d) and (e) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole reasonable discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s Liquidator shall, as soon as practicable, wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The assets of the Partnership shall be applied in the following order of priority: (a) firstFirst, secured debts to pay the costs third parties and expenses Partners, unless such secured indebtedness is assumed by a purchaser of the winding-up, liquidation and termination encumbered property or the conveyance of the Companysuch encumbered property to such purchaser is made subject to such indebtedness; (b) secondSecond, to creditors unsecured debts of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (Partnership other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as MembersPartners; (c) thirdThird, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations unsecured debts of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; andPartnership owed to Partners; (d) fourth, the remainder to the Members Partners an amount equal to the aggregate Class B Liquidation Amounts of all Partners on the date of such liquidation in accordance with Section 6.1proportion to their Class B Liquidation Amounts; (e) fifth, to the Partners to the extent necessary to bring their Capital Accounts into the same ratio as their Percentage Interests; and (f) sixth, to the Partners in proportion to their Percentage Interests. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value fair market value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator)determined. Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets having a an appraised value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses paragraphs (a), ) and (b), and (c) of this Section 11.310.3; and (ii) the The remaining assets shall shale be distributed to the Members Partners in the manner specified in clause same proportion as cash would be distributed to the Partners pursuant to paragraphs (dc) through (f), inclusive, of this Section 11.3. (e) 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member Partner its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members Partners, individually or as tenants-in-common, as the Liquidator shall reasonably in good faith determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value fair market value of the assets, the liens, if any, to which such assets property may be subject and the tax consequences of the proposed distribution upon to each of the Members Partners (including both distributees and others, others if any). Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. (a) The Company’s assets Company Assets shall be applied in the following order of priority: (ai) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (bii) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (ciii) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) fourth, to the Members for loans, if any, made by them to the Company; and (dv) fourthfifth, the remainder to the Members in accordance with Section 6.1. the positive balances in the Members’ Capital Accounts. (b) If the Liquidator, in its sole discretion, determines that Company assets Assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator)determined. Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets having a an appraised value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses subparagraphs (ai), (bii), and (ciii) of this Section 11.310.4(a); and (ii) the The remaining assets shall be distributed to the Members in the manner specified in clause subparagraphs (div) and (v) of this Section 11.310.4(a). (ec) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each assetCompany Asset, the Liquidator may allocate and distribute specific assets Company Assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets Company Assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with pursuant to Section 6.15.1. If the Liquidator, in its sole reasonable discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member Manager in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.310.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole reasonable discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-—up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with Section 6.15.1. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.312.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.312.3. (e) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-—up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with Section 6.15.1. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.310.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. (a) The Company’s Liquidator shall liquidate the assets shall be applied of the Company and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable Law: (ai) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (bii) second, to creditors of the Company, in the order of priority provided by lawLaw, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (ciii) third, to pay all reimbursable amounts pursuant to Section 8.7; (iv) fourth, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (v) fifth, to the Members pro rata based on each Member’s aggregate unreturned Capital Contributions over all Members’ unreturned Capital Contributions, until such time as each Member has received a return of its respective aggregate unreturned Capital Contributions; and (dvi) fourththereafter, the remainder to the Members in accordance with Section 6.1. . (b) If the Liquidator, in its sole reasonable discretion, determines that Company the Company’s assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (aSection 11.3(a)(i) through Section 11.3(a)(vi), (b), and (c) of this Section 11.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.311.3(a)(vi). (ec) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets Partnership Assets shall be applied in the following order of priority: (a) firstFirst, to pay the costs and expenses of the winding-winding up, liquidation and termination of the CompanyPartnership; (b) secondSecond, to creditors of the CompanyPartnership, in the order of priority provided by law, including fees, indemnification payments fees and reimbursements payable to the Members General Partner or their Affiliatesits Affiliates (including, without limitation, any accrued and unpaid amounts payable pursuant to Section 8.7), but not including those liabilities (other than liabilities to the Members General Partner for any expenses of the Company Partnership paid by the Members General Partner or their its Affiliates, to the extent the Members are General Partner is entitled to reimbursement hereunder) to the Members Limited Partners or to the General Partner in their capacity as MembersPartners; (c) thirdThird, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; providedPartnership, however, provided that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and; (d) fourthFourth, the remainder to the Members Partners for loans, if any, made by them to the Partnership; and, (e) Fifth, to the Partners in accordance with Section 6.15.1. If the Liquidator, in its sole discretion, determines that Company assets Partnership Assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator)determined. Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets having a an appraised value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses Subparagraphs (a), (b), ) and (c) of this Section 11.310.3; and, (ii) the The remaining assets shall be distributed to the Members Partners in the manner specified in clause (dSections 10.3(d) of this Section 11.3. and (e) ). If the Liquidator, in its sole discretion, deems it not feasible unfeasible or desirable undesirable to distribute to each Member Partner its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members Partners as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such the assets and the tax consequences of the proposed distribution upon each of the Members Partners (including both distributees and others, others if any). Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets Company Property shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (b) second, to creditors of the Company, including Members who are creditors to the extent permitted by law, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) distributions to the Members in their capacity as MembersMembers under Section 341 or 331(2) of the Act; (c) third, to establish reserves reasonably adequate to meet any and all contingent contingent, conditional, unmatured or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and; (d) fourth, to the extent (without duplication) not permitted under clause (b) above, to the Members in satisfaction of liabilities or obligations of the Company to the Members; and (e) fifth, the remainder to the Members in accordance with pursuant to Section 6.15.1. If the Liquidator, in its sole discretion, determines that Company assets Property other than cash are is to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member Board of Managers in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses subparagraphs (a), (b), (c) and (cd) of this Section 11.310.3; and (ii) the The remaining assets shall be distributed to the Members in the manner specified in clause (dsubparagraph(e) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole discretion, deems it not neither feasible or nor desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with Section 6.15.1. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the such non-cash assets not so liquidated to be determined (with any such determination normally made by the Managing Member Board in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.310.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.310.3. (e) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s General Partner or the Liquidator, as the case may be, shall, as soon as practicable, wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The General Partner or the Liquidator, as the case may be, may distribute cash, Marketable Securities, interests (other than interests having unlimited liability) that are readily exchangeable for or convertible into Marketable Securities, and other assets of the Partnership. Prior to the distribution in full of the amounts described in clauses (a), (b), (c) or (d) below, the value of any non-cash assets to be distributed in kind shall be fair valued by the Manager and the Capital Accounts of the Partners shall be adjusted to reflect such value of such assets by allocating any unrealized gain or loss with respect to such assets to the Capital Accounts of the Partners pursuant to Article IV hereof. For the avoidance of doubt, the General Partner or the Liquidator, as the case may be, shall ensure that the ratio of cash distributions to non-cash distributions received by each Partner is proportionate to the ratio of cash distributions to non-cash distributions received by other Partners in all material respects. Subject to the requirement of Section 17-804 of the Delaware Act, the assets of the Partnership shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the CompanyPartnership; (b) second, to creditors of the CompanyPartnership (including Partners), in the order of priority provided by law, including fees, indemnification payments and reimbursements fees payable to the Members General Partner or their its Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members Limited Partners or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members General Partner in their its capacity as Membersa Partner; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; Partnership, provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to amount each Partner would receive if the Members final liquidating distribution were made in accordance with Section 6.1. If 5.3; and the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator Partners shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained pay or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal return distributions to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.3; and (ii) the remaining assets shall be distributed to the Members Partnership in the manner specified in clause (d) of this Section 11.3. (e) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and othersamount, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition , described in Sections 5.4 and management thereof as the Liquidator deems reasonable and equitable5.5.

Distribution in Liquidation. The Company’s 's assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with Section 6.15.1 hereof. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member Manager in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.310.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (b) second, to creditors of the Company, including Members who are creditors to the extent permitted by law, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) distributions to the Members in their capacity as MembersMembers under Section 18-601 or 18-604 of the Act; (c) third, to establish reserves reasonably adequate to meet any and all contingent contingent, conditional, unmatured or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and; (d) fourth, to the extent (without duplication) not permitted under clause (a) above, to the Members in satisfaction of liabilities or obligations of the Company to the Members; and (e) fifth, the remainder to the Members in accordance with pursuant to Section 6.15.1. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member Board of Directors in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses subparagraphs (a), (b), (c) and (cd) of this Section 11.310.3; and (ii) the The remaining assets shall be distributed to the Members in the manner specified in clause subparagraph (de) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with Section 6.1their Capital Accounts. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member Board of Directors in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.310.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions distributions-in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s Liquidator shall, as soon as practicable following the event giving rise to the dissolution, winding up and termination of the Partnership, wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The assets of the Partnership shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the CompanyPartnership; (b) second, to creditors of the CompanyPartnership, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members Limited Partners or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members General Partner in their capacity as MembersPartners; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; providedPartnership, however, provided that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and; (d) fourth, the remainder to the Members Partners for loans, if any, made by them to the Partnership; and (e) fifth, to the Partners in accordance with Section 6.1. Article V. If the Liquidator, in its sole discretion, Liquidator determines that Company assets other than cash are to be distributeddistributed by the Partnership, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any determined. Any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets having a an appraised value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses subparagraphs (a), (b), and (c) of this Section 11.310.3; and (ii) the The remaining assets shall be distributed to the Members Partners in the manner specified in clause subparagraphs (d) and (e) of this Section 11.3. (e) If the Liquidator, in its sole discretion, deems it not feasible or desirable to 10.3. The Liquidator shall distribute to each Member Partner its allocable share of each asset, asset which is distributed in kind unless the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any)Partners otherwise agree. Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-up, liquidation and termination of the Company; (b) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any - 42 - expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (c) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and (d) fourth, the remainder to the Members in accordance with Section 6.1. If the Liquidator, in its sole discretion, determines that Company assets other than cash are to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses (a), (b), and (c) of this Section 11.3; and (ii) the remaining assets shall be distributed to the Members in the manner specified in clause (d) of this Section 11.3. (e) If the Liquidator, in its sole discretion, deems it not feasible or desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. The Company’s assets Company Property shall be applied in the following order of priority: (a) first, to pay the costs and expenses of the winding-winding up, liquidation and termination of the Company; (b) second, to creditors of the Company, including Members who are creditors to the extent permitted by law, in the order of priority provided by law, including fees, indemnification payments and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) distributions to the Members in their capacity as MembersMembers under Section 86.341 or 86.331(2) of the Act; (c) third, to establish reserves reasonably adequate to meet any and all contingent contingent, conditional, unmatured or unforeseen liabilities or obligations of the Company; provided, however, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; and; (d) fourth, to the extent (without duplication) not permitted under clause (b) above, to the Members in satisfaction of liabilities or obligations of the Company to the Members; and (e) fifth, the remainder to the Members in accordance with pursuant to Section 6.15.1. If the Liquidator, in its sole discretion, determines that Company assets Property other than cash are is to be distributed, then the Liquidator shall cause the Fair Market Value of the assets not so liquidated to be determined (with any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets having a value, net of any liability related thereto, equal to the amount by which the cash net proceeds of liquidated assets are insufficient to satisfy the requirements of clauses subparagraphs (a), (b), (c) and (cd) of this Section 11.310.3; and (ii) the The remaining assets shall be distributed to the Members in the manner specified in clause (dsubparagraph(e) of this Section 11.3. (e) 10.3. If the Liquidator, in its sole discretion, deems it not neither feasible or nor desirable to distribute to each Member its allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any). Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.

Distribution in Liquidation. (a) The Liquidator shall, as soon as practicable following an event giving rise to the dissolution, winding up and termination of the Company’s , wind up the affairs of the Company and sell and/or distribute the assets of the Company; provided, however, under no circumstances shall any sale of assets and distribution of proceeds pursuant to liquidation take place more than 90 days after an Event of Withdrawal. The assets of the Company shall be applied in the following order of priority: (ai) first, to pay the costs and expenses of the winding-updissolution, liquidation winding up and termination of the Company; (bii) second, to creditors of the Company, in the order of priority provided by law, including fees, indemnification such payments to include all fees and reimbursements payable to the Members or their Affiliatesaffiliates, but not including those liabilities to the Members in their capacity as Members (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliatesaffiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members); (ciii) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, however, that at all or part of the expiration balance of such period of reserves shall be distributed as hereinafter provided from time to time as the Liquidator may deem advisableappropriate in view of the satisfaction, the balance of such reserves remaining after the payment elimination or reduction of such contingencies or liabilities shall be distributed as hereinafter providedand obligations and the reserves deemed prudent by the Liquidator to cover unforeseen liabilities; (iv) fourth, to the Members for loans, if any, made by them to the Company; and (dv) fourthfifth, the remainder to the Members in accordance with Section 6.1. 5.1. (b) If the Liquidator, in its sole discretion, Liquidator determines that Company assets other than cash are to be distributed, distributed then the Liquidator shall cause the Fair Market Value of the such assets not so liquidated to shall be determined (with any determined. Any such determination normally made by the Managing Member in accordance with the definition of “Fair Market Value” being made instead by the Liquidator). Such assets shall be retained or distributed by the Liquidator as follows: (i) the The Liquidator shall retain assets belonging to the Company having a value, Value (net of any liability related thereto, associated liabilities) equal to the amount by which the cash net proceeds of liquidated the Company's assets are insufficient to satisfy the requirements of clauses paragraphs (ai), (b), ii) and (ciii) of this Section 11.310.3(a); and (ii) the The remaining assets belonging to the Company shall be distributed to the Members in the manner specified in clause paragraphs (div) and (v) of this Section 11.3. (e10.3(a) If in accordance with the Liquidator, in its sole discretion, deems it not feasible or desirable to net fair market value of any such assets. The Liquidator shall distribute to each Member its allocable share of each asset, asset belonging to the Liquidator may allocate and distribute specific assets to one or more Company which is distributed in kind unless all Members as the Liquidator shall reasonably determine to be fair and equitable, taking into consideration, inter alia, the Fair Market Value of such assets and the tax consequences of the proposed distribution upon each of the Members (including both distributees and others, if any)otherwise agree. Any distributions in-in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable.