Common use of Distributions in Kind on Liquidation Clause in Contracts

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. If Should the Management Committee LLC unwind, dissolve or liquidate, each Member has the right to request that the LLC’s assets, including equipment, terminal leases and third party customer business, to the extent feasible and segregable, be distributed in-kind in a manner that would allow each Member, should it so elect, to continue to provide container stevedoring and terminal services to the same customer base and segment of the ocean shipping business served by such Member prior to the creation of the LLC, subject in all cases to the distribution provisions of Section 11.2(a). Furthermore, if the Members or the Liquidating Trustee, as applicable, shall, in their or its good faith judgment, determine a sale or other disposition of part or all of the Company's ’s assets would cause undue loss to the Members, the Management Committee Members or the Liquidating Trustee may distribute part or all of such remaining assets in-kind to the Members in accordance with Section 11.3.1Member. If the Management Committee elects, Members or the Liquidating Trustee elects to distribute any remaining assets in liquidation of the Company LLC pursuant to this Section 11.4, 11.3 such assets shall be distributed among the Members in accordance with Section 11.3.1 11.2(a) 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 kindIn implementing the foregoing, such distribution the Members of the Liquidating Trustee shall be made so that, to the fullest extent practicablepossible while satisfying the requirements of Section 11.2(a), the percentage of the cash and distribute assets distributed to each Member pursuant in-kind in accordance with, and as identified by, such Member on the basis of its contribution of such assets to this Section 11.4 the LLC, unless the Member which is identical. Distributions to receive such in kind distribution directs the Members, or the Liquidating Trustee, as the case may be, to liquidate any asset so allocated to it and distribute to such Member the proceeds of assets shall be deemed to be made pro rata among such liquidation. If the terminal operations of the LLC previously operated separately by the Members if made in proportion any port have been consolidated prior 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 winding up, dissolution or liquidation of the CompanyLLC, and if more than one of the Members desires to operate stevedoring and terminal services in any such port, the Management Committee Members shall determineuse their best efforts to physically divide the consolidated terminal and to negotiate a division of such terminal’s lease to permit the separate operation of stevedoring and container services in such terminal by all such Members. The Members also agree to use their best efforts to avoid or minimize any tax arising from a distribution of such assets under Code Section 704(c)(l)(B) or Code Section 737. Whether or not such consolidation has taken place, in the event of any such unwinding, dissolution or liquidation, the Members shall cooperate and share all information in connection with the LLC’s business to permit such separate operation, but such information shall be held strictly confidential by each Member. Furthermore, if the Administrative Services Agreement is in effect as of the event of dissolution, SSA will share its information systems with Xxxxxx pursuant to the terms of the Administrative Services Agreement. In addition to the foregoing, if the dissolution of the LLC results from an event referred to in Xxxxxxx 00.0(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (o) or (p) caused by a Supermajority VoteMember (the “Responsible Member”) (i) prior to the consolidation of any container terminal operations of the LLC in any of the ports of Los Angeles/Long Beach, Oakland or Seattle, each Member shall receive a distribution of and shall assume all future obligations under each terminal lease contributed to or assigned or sublet to the LLC by the Responsible Member, or its Affiliates, upon entering into this Agreement, or (ii) after any container terminal operations of the LLC that have been consolidated in any of the ports of Los Angeles/Long Beach, Oakland or Seattle prior to the dissolution of the LLC, the terms upon which such Intellectual Property Responsible Member shall receive a distribution of a physical portion of the consolidated lease premises reasonably suitable to carry on independent terminal operations, and shall be equitably distributed on liable for a joint basis or jointly licensed portion of the lease of such terminal, in each case to an extent equal to the MembersResponsible Member’s Percentage Interest; provided, however, that any and all databasesthat, customer listsif the Responsible Member determines not to engage in such terminal operations, customer registration informationboth Members shall use their best efforts to mitigate such liability, data compilations and collections and technical data developed through sublease, negotiations for lease termination with the affected port or maintained otherwise as may be agreed by the Company shall be replicated Members acting reasonably and each of Cox and MP3 shall obtain and have full unrestricted ownership rights to a complete copy of such replicated informationin good faith.

Distributions in Kind on Liquidation. If the Management Committee Manager or the Liquidating TrusteeLiquidator, 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 Manager or the Liquidating Trustee Liquidator may distribute part or all of such remaining assets to the Members in accordance with Section 11.3.112.3.1. If the Management Committee Manager elects, or the Liquidating Trustee Liquidator elects to distribute any remaining assets in liquidation of the Company pursuant to this Section 11.412.4, such assets shall be distributed among the Members in accordance with Section 11.3.1 12.3.1 as if an amount of cash equal to the fair market value of the assets (determined by the Management Committee Manager or the Liquidating TrusteeLiquidator, 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 12.4 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 intellectual property that would be of ongoing use to the Members after the liquidation of the Company, the Management Committee Manager shall determine, by a Supermajority Vote, determine the terms upon which such Intellectual Property 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.