Common use of Distributions In Kind on a Winding-Up Clause in Contracts

Distributions In Kind on a Winding-Up. (a) Upon dissolution, the Liquidation Representative may, in its sole and absolute discretion, determine that a sale or liquidation of part or all of the assets of the Fund would cause undue loss to the Fund or otherwise be impractical or unwise. In such event, the Liquidation Representative shall (i) use its best efforts to liquidate such portion of the Fund assets as will suffice to meet the obligations of the Fund set forth in clauses (a) and (b) of Section 11.3 and (ii) hire independent appraisers of national standing to appraise the value of Fund assets not sold or liquidated (the cost of such appraisal to be considered a Fund Expense) and determine the Fair Value of such assets and distribute said assets in the manner set forth in Section 11.3. (b) The Liquidation Representative may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on transfer that it may deem necessary or appropriate, including legends as to applicable U.S. federal, state or foreign securities laws or other legal or contractual restrictions, and may require any Member to which Securities are to be distributed to agree in writing (i) that such Securities will not be transferred except in compliance with such restrictions and (ii) to such other matters as the Liquidation Representative may deem necessary or appropriate. (c) If a Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Member to be in violation of any Applicable Law, such Member and the Investment Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.

Distributions In Kind on a Winding-Up. (a) Upon dissolution, the Liquidation Representative may, in its sole and absolute discretion, determine that a sale or liquidation of part or all of the assets of the Fund would cause undue loss to the Fund or otherwise be impractical or unwise. In such event, the Liquidation Representative shall (i) use its best efforts to liquidate such portion of the Fund assets as will suffice to meet the obligations of the Fund set forth in clauses (a) and (b) of Section 11.3 12.3 and (ii) hire independent appraisers of national standing to appraise the value of Fund assets not sold or liquidated (the cost of such appraisal to be considered a Fund Expense) and determine the Fair Value of such assets and distribute said assets in the manner set forth in Section 11.312.3. (b) The Liquidation Representative may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on transfer that it may deem necessary or appropriate, including legends as to applicable U.S. federal, state or foreign securities laws or other legal or contractual restrictions, and may require any Member to which Securities are to be distributed to agree in writing (i) that such Securities will not be transferred except in compliance with such restrictions and (ii) to such other matters as the Liquidation Representative may deem necessary or appropriate. (c) If a Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Member to be in violation of any Applicable Law, such Member and the Investment Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.