Common use of Distributions in Kind Clause in Contracts

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 and 5.2.

Appears in 14 contracts

Samples: Limited Liability Company Agreement (ProFrac Holding Corp.), Limited Liability Company Agreement (ProFrac Holding Corp.), Limited Liability Company Agreement (Aris Water Solutions, Inc.)

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Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 Section 4.1 and 5.2Section 4.2.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (Via Renewables, Inc.), Limited Liability Company Operating Agreement (Cactus, Inc.), Limited Liability Company Operating Agreement (Cactus, Inc.)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections Section 5.1 and Section 5.2.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (Kodiak Gas Services, Inc.), Merger Agreement (CSI Compressco LP), Merger Agreement (CSI Compressco LP)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 4.1 and 5.24.2.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (LandBridge Co LLC), Limited Liability Company Agreement (LandBridge Co LLC), Limited Liability Company Agreement (Fortis Minerals, LLC)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing MemberManager. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 Section 4.2 and 5.2Section 4.3.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Stagwell Inc), Limited Liability Company Agreement (Stagwell Inc), Transaction Agreement (MDC Partners Inc)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting deemed gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections Section 5.1 and Section 5.2.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Earthstone Energy Inc), Contribution Agreement (Earthstone Energy Inc)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 Section 4.1 and 5.24.2.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Atlas Energy Solutions Inc.), Limited Liability Company Agreement (Atlas Energy Solutions Inc.)

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Distributions in Kind. Except as otherwise provided in this Agreement, after making provision for distributions under Section 6.1(a)(ii), any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting deemed gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections Section 5.1 and Section 5.2.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Earthstone Energy Inc), Securities Purchase Agreement (Earthstone Energy Inc)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing MemberManager. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 Section 4.2 and 5.2Section 4.3 .

Appears in 1 contract

Samples: Merger and Contribution Agreement (Matlin & Partners Acquisition Corp)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind in‑kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 Section 4.1 and 5.2Section 4.2.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Spark Energy, Inc.)

Distributions in Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a5.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Sections 5.1 Section 4.2 and 5.2Section 4.3.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Stryve Foods, Inc.)

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