Common use of Distributions in Liquidation Clause in Contracts

Distributions in Liquidation. Notwithstanding Article 6.1 above, Adjusted Cash Flow attributable to a Capital Transaction which constitutes a Liquidation of the Company, together with other funds remaining to be Distributed, shall be Distributed to the Members no later than the later of (i) the end of the Taxable Year of the Company in which such Liquidation occurs or (ii) within ninety (90) days after the date of such Liquidation, after payment of all Company liabilities and expenses (or adequate provision therefor); provided, however, that in no event shall (a) a Liquidating Distribution be made to any Member if, after giving effect to such Distribution, all liabilities of the Company, other than liabilities to Members on account of their Interests and liabilities for which the recourse of creditors of the Company is limited to specified Property of the Company, exceed the fair market value of the assets of the Company (except that the fair market value of assets that are subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair market value of those assets exceeds that liability) and (b) the Distribution to a Member exceeds the positive balance in such Member’s Capital Account after giving effect to all Allocations to such Member under Article V of this Agreement so that Liquidation proceeds shall be Distributed in accordance with each Member’s positive Capital Account balance (within the meaning of Treasury Regulation Section 1.704-1 (b)(2)(ii)(k) as in effect on the date first written above).