Distributions in Kind on Liquidation. If the Management Committee or the Liquidating Trustee, as applicable, shall, in its good faith judgment, determine a sale or other disposition of part or all of the Company's assets would cause undue loss to the Members, the Management Committee or the Liquidating Trustee may distribute part or all of such remaining assets to the Members in accordance with Section 11.3.1. If the Management Committee elects, or the Liquidating Trustee elects to distribute any remaining assets in liquidation of the Company pursuant to this Section 11.4, such assets shall be distributed among the Members in accordance with Section 11.3.1 as if an amount of cash equal to the fair market value of the assets (determined by the Management Committee or the Liquidating Trustee, as applicable, as of the record date for such distribution, but net of any liabilities to which the assets are subject or that will be transferred to the recipient Members) were distributed on the date of distribution. If a distribution is made both in cash and in kind, such distribution shall be made so that, to the fullest extent practicable, the percentage of the cash and assets distributed to each Member pursuant to this Section 11.4 is identical. Distributions in kind of assets shall be deemed to be made pro rata among the Members if made in proportion to the dollar amounts to which each Member is entitled hereunder in such distribution. To the extent that the Company holds Intellectual Property that would be of ongoing use to the Members after the liquidation of the Company, the Management Committee shall determine, by a Supermajority Vote, the terms upon which such Intellectual Property shall be equitably distributed on a joint basis or jointly licensed to the Members; provided, however, that any and all databases, customer lists, customer registration information, data compilations and collections and technical data developed or maintained by the Company shall be replicated and each of Cox and MP3 shall obtain and have full unrestricted ownership rights to a complete copy of such replicated information.
Distributions in Kind on Liquidation. Upon the liquidation of the Company, to the extent the Company's assets are not sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Members as follows: the value of such assets shall be appraised (by an appraiser selected by the Governors) to determine the Profits and Losses that would have resulted if such assets had been sold; the Capital Account of each Member shall be credited or debited with such Member's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Capital Account would have been credited or debited on the actual disposition of such assets; and such assets shall be distributed in accordance with the Members' Capital Account balances as thus adjusted, each Member taking an undivided interest in such assets subject to a pro rata share of the Company's liabilities.
Distributions in Kind on Liquidation. Notwithstanding Section 12.2(b) hereof, upon the dissolution of the Company, to the extent that the Managing Member determines that the Company’s assets should not be sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Members as follows: the fair market value of such assets shall be appraised (by an appraiser selected or approved by the Managing Member); the Capital Accounts of the Members shall be adjusted to take into account all Capital Account adjustments for all items of income, gain, loss, and deduction allocable among the Members as if there had been an actual disposition of the Company’s assets at their fair market value, and such assets, as so valued, shall be retained to the extent required to satisfy the requirements of Section 12.3(a) and (b); and the remaining assets shall be distributed to the Members, each Member taking an undivided interest in such assets, pursuant to and in accordance with Sections 12.3(c) and (d).
Distributions in Kind on Liquidation. Notwithstanding Section 12.02(b) hereof, upon the dissolution of the Company, to the extent that the Manager determines that the Company’s assets should not be sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Principals as follows: the fair market value of such assets shall be appraised (by an appraiser selected by the Manager); and such assets, as so valued, shall be retained to the extent required to satisfy the requirements of Section 12.03(a) and (b); and the remaining assets shall be distributed to the Principals, each Principal taking an undivided interest in such assets, pursuant to and in accordance with Sections 12.03(c) and (d).
Distributions in Kind on Liquidation. Upon the liquidation of the Company to the extent the Company’s assets are not sold or otherwise disposed of, such assets (if any) may be distributed in kind to the Holders as follows: the fair market value of such assets shall be appraised (by an appraiser selected by the Managing Member) to determine the Profits and Losses that would have resulted if such assets had been sold; the Capital Account of each Holder shall be credited or debited with such Holder’s respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Capital Account would have been credited or debited on the actual disposition of such assets; and, after provision for the amounts set forth in Sections 4.6(a) and 4.6(b), such assets shall be distributed, subject to Section 4.10, in accordance with the Holders’ positive Capital Account balances as thus adjusted, each Holder taking an undivided interest in such assets subject to a pro rata share of the Company’s liabilities. Except as otherwise provided in this Agreement, a Holder shall have no right to require that distributions to such Holder consist of any specific item or items of property.
