Common use of Distributions in Liquidation Clause in Contracts

Distributions in Liquidation. (a) Upon dissolution of the Company and the liquidation of the assets of the Company pursuant to this Article 14, the Liquidator shall wind up the affairs of the Company and liquidate the assets as promptly as is consistent with obtaining fair value therefor and cause the remaining assets of the Company, including proceeds of sales or other dispositions in liquidation of assets, to be applied in accordance with the following priorities: (i) First, to payment of the debts and obligations of the Company to its creditors (other than a Member), including sales commissions and other expenses incident to any sale of the assets of the Company; (ii) Second, to the establishment of such reserves as the Liquidator may deem reasonably necessary for any unliquidated contingent or unforeseen liabilities or obligations of the Company; (iii) Third, to the payment in full of loans (including for this purpose, accrued interest thereon through the date of payment) to the Company by the Members, pro rata, according to the relative amount of such unpaid loans (including for this purpose, accrued interest thereon through the date of payment) and then to the payment in full of any other debts and obligations of the Company to its Members (e.g., under service agreements), pro rata, according to the relative amount of such debts and obligations; (iv) Fourth, to the Members having positive Capital Accounts pro rata in accordance with their relative positive Capital Accounts (as determined after taking into account all Capital Account adjustments for the Company's Fiscal Year during which such liquidation occurs), until all such positive Capital Accounts are reduced to zero; and (v) Fifth, among the Members in proportion to their respective Membership Interests. The reserves established pursuant to clause (ii) of this Section 14.4(a) shall be paid over by the Liquidator to a bank or other financial institution to be held in escrow for the purpose of paying unliquidated, contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members or their assigns in the priority set forth in clauses (iii) and (iv) of this Section 14.4(a). Distributions to the Members pursuant to this Section 14.4(a) shall be made within the time period prescribed by Regulations Section 1.704- 1(b)(2)(ii)(b). (b) In the event the Liquidator determines that an immediate sale of part or all of the Company assets would cause undue loss to the Members, the Liquidator, in order to avoid such loss, may either (i) defer liquidation of any assets of the Company for a reasonable time, except those assets necessary to satisfy Company debts and obligations, or (ii) distribute the assets in kind to the Members. If any assets of the Company are to be distributed in kind, such assets shall be valued and shall be deemed sold at their fair market value and any gain or loss deemed realized shall be allocated to the Capital Accounts of the Members for purposes of applying this Section 14.4 as if such gain or loss had actually been fully realized. Any assets that are to be so distributed shall be distributed on the basis of the fair market value thereof and any Member entitled to an interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets shall be determined by an appraiser to be selected by the Liquidator or by agreement of all the Members. In the event of such distribution in kind, the distributee Member shall not thereafter sell or otherwise Transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenant-in-common upon the same terms and conditions and for the same price as such proposed sale or Transfer. The other tenant-in-common shall have thirty (30) days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest. If the other tenant-in- common shall fail to accept such offer within such period of time, such distributee Member shall be free to sell the interest in such assets upon the terms and conditions described in the offer disclosed to the other tenants-in- common free of any further rights of first refusal.

Distributions in Liquidation. of the Partnership and in Liquidation ------------------------------------------------------------------ of a Partner's Interest in the Partnership. ------------------------------------------ (a) Upon dissolution In the event of a distribution in connection with the liquidation of the Company Partnership, the occurrence of which is described in Section 13.4(b), the Partnership shall apply and distribute the proceeds from the liquidation of the assets of the Company pursuant to this Article 14, the Liquidator shall wind up the affairs Partnership and collection of the Company and liquidate the assets as promptly as is consistent with obtaining fair value therefor and cause the remaining assets receivables of the CompanyPartnership, including proceeds of sales or other dispositions together with assets distributed in liquidation of assetskind, to be applied the extent sufficient therefor, in accordance with the following prioritiesorder of priority: (i) Firstfirst, to the payment and discharge of all liabilities, obligations and debts of the debts Partnership and obligations the expenses of liquidation, paid in the Company to its creditors (other than a Member), including sales commissions and other expenses incident to any sale of the assets of the Companyorder then required by California law; (ii) Secondsecond, to the establishment creation and setting up of such any reserves as which the Liquidator Management Committee may deem reasonably necessary necessary, appropriate or desirable for any unliquidated future, contingent or unforeseen liabilities liabilities, obligations or obligations debts of the CompanyPartnership which are not yet payable or have not yet been paid. The Partnership may pay, but is not obligated to pay, such reserves to an independent escrow holder designated by the Management Committee, to be held by it for the purpose of disbursing such reserves in payment of any of the aforementioned liabilities, obligations and debts and, at the expiration of such period as the Management Committee shall deem necessary, advisable or desirable, to distribute the balance thereafter remaining in the manner hereinafter provided; (iii) Thirdthird, to the payment in full and discharge of loans (including for this purpose, accrued interest thereon through the date of payment) to the Company by the Members, pro rata, according to the relative amount of such unpaid loans (including for this purpose, accrued interest thereon through the date of payment) and then to the payment in full of any other debts and obligations all of the Company liabilities, obligations and debts of the Partnership owing to its Members (e.g.Partners, under service agreements)but if the amount available for payment is insufficient, pro rata, according to the relative amount of such debts and obligations; (iv) Fourth, to the Members having positive Capital Accounts then pro rata in accordance with their relative the amount of those liabilities, obligations and debts; and (iv) fourth, to the Partners with positive Capital Accounts (as determined Accounts, in accordance with their respective Capital Account after taking into account all Capital Account adjustments for the Company's Fiscal Year Partnership taxable year during which such liquidation occurs), until all such positive Capital Accounts are reduced to zero; and occurs (v) Fifth, among the Members in proportion to their respective Membership Interests. The reserves established pursuant to clause (ii) of this Section 14.4(a) shall be paid over by the Liquidator to a bank or other financial institution to be held in escrow for the purpose of paying unliquidated, contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members or their assigns in the priority set forth in clauses (iii) and (iv) of this Section 14.4(a). Distributions to the Members than those made pursuant to this Section 14.4(a) shall be made within the time period prescribed by Regulations 13.2, or Section 1.704- 1(b)(2)(ii)(b13.3). (b) In Except as otherwise provided in Regulation Section 1.704- 1(b)(2)(ii)(b), a distribution to a Partner in liquidation of such Partner's interest in the event the Liquidator determines that an immediate sale of part or all Partnership (as described in Section 13.4(c)), but other than in liquidation of the Company assets would cause undue loss Partnership (the occurrence of which is described in Section 13.4(b)), shall be in an amount equal to each Partner's Capital Account after taking into account all Capital Account adjustments for the MembersPartnership taxable year during which such liquidation occurs (other than those made pursuant to this Section 13.2 or Section 13.3). (c) For purposes of this Section 13.2, the Liquidator, in order to avoid such loss, may either (i) defer liquidation of any assets of the Company for a reasonable time, except those assets necessary to satisfy Company debts and obligations, or (ii) distribute the assets in kind to the Members. If any assets of the Company are to be distributed in kind, such assets shall be valued and shall be deemed sold at their fair market value and any gain or loss deemed realized shall be allocated to the Capital Accounts of the Members for purposes of applying this Section 14.4 as if such gain or loss had actually been fully realized. Any assets that are to be so distributed shall be distributed on the basis of the fair market value thereof and any Member entitled to an interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets Partnership taxable year shall be determined by an appraiser without regard to be selected by the Liquidator or by agreement of all the Members. In the event of such distribution in kind, the distributee Member shall not thereafter sell or otherwise Transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenant-in-common upon the same terms and conditions and for the same price as such proposed sale or Transfer. The other tenant-in-common shall have thirty (30) days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest. If the other tenant-in- common shall fail to accept such offer within such period of time, such distributee Member shall be free to sell the interest in such assets upon the terms and conditions described in the offer disclosed to the other tenants-in- common free of any further rights of first refusalCode Section 706(c)(2)(A).

Distributions in Liquidation. (a) Upon dissolution of the Company Partnership and the liquidation of the assets of the Company Partnership pursuant to this Article 1413, the Liquidator shall wind up the affairs of the Company Partnership and liquidate the assets Property as promptly as is consistent with obtaining fair value therefor and cause the remaining assets of the CompanyProperty, including proceeds of sales or other dispositions in liquidation of assetsProperty, to be applied in accordance with the following priorities: (i) First, to payment of the debts and obligations of the Company Partnership to its creditors (including to the Partners that are creditors), to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof) other than a Member), including sales commissions liabilities for which reasonable provision for payment has been made and other expenses incident liabilities for distributions to any sale Partners and former Partners under Sections 17-601 or 17-604 of the assets of the CompanyAct; (ii) Second, to the establishment of such reserves as the Liquidator may deem reasonably necessary for any unliquidated contingent or unforeseen liabilities or obligations required by Section 17-804(b) of the CompanyAct for the purposes as stated therein; (iii) Third, to the payment in full of loans (including for this purpose, accrued interest thereon through the date of payment) to the Company by the Members, pro rata, according to the relative amount of such unpaid loans (including for this purpose, accrued interest thereon through the date of payment) and then to the payment in full of any other debts and obligations of the Company to its Members (e.g., under service agreements), pro rata, according to the relative amount of such debts and obligations; (iv) Fourth, to the Members Partners having positive Capital Accounts pro rata in accordance with their relative positive Capital Accounts (as determined after taking into account all Capital Account adjustments for the CompanyPartnership's Fiscal Year during which such liquidation occurs), until all such positive Capital Accounts are reduced to zero; and (viv) Fifth, among the Members Partners in proportion to their respective Membership Partnership Interests. The reserves established pursuant to clause (ii) of this Section 14.4(a13.4(a) shall be paid over by the Liquidator to a bank or other financial institution to be held in escrow for the purpose of paying unliquidated, contingent or unforeseen liabilities or obligations, and, at the expiration of such [*] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. -35- 41 period as the Liquidator deems advisable, and in compliance with the requirements of the Act, such reserves shall be distributed to the Members Partners or their assigns in the priority set forth in clauses (iii) and (iv) of this Section 14.4(a13.4(a). Distributions to the Members Partners pursuant to this Section 14.4(a13.4(a) shall be made within the time period prescribed by Regulations Section 1.704- 1.704-1(b)(2)(ii)(b). (b) In the event the Liquidator determines that an immediate sale of part or all of the Company Partnership assets would cause undue loss to the MembersPartners, the Liquidator, in order to avoid such loss, may either (i) defer liquidation of any assets of the Company Partnership for a reasonable time, except those assets necessary to satisfy Company Partnership debts and obligations, or (ii) distribute the assets in kind to the MembersPartners. If any assets of the Company Partnership are to be distributed in kind, such assets shall be valued and shall be deemed sold at their fair market value and any gain or loss deemed realized shall be allocated to the Capital Accounts of the Members Partners for purposes of applying this Section 14.4 13.4 as if such gain or loss had actually been fully realized. Any assets that are to be so distributed shall be distributed on the basis of the fair market value thereof and any Member Partner entitled to an interest in such assets shall receive such interest therein as a tenant-in-common with all other Members Partners so entitled. The fair market value of such assets shall be determined by an appraiser to be selected by the Liquidator or by agreement of all the MembersPartners. In the event of such distribution in kind, the distributee Member Partner shall not thereafter sell or otherwise Transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenant-in-common upon the same terms and conditions and for the same price as such proposed sale or Transfer. The other tenant-in-common shall have thirty (30) days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest. If the other tenant-in- in-common shall fail to accept such offer within such period of time, such distributee Member Partner shall be free to sell the interest in such assets upon the terms and conditions described in the offer disclosed to the other tenants-in- in-common free of any further rights of first refusal.

Distributions in Liquidation. (a) 14.4.1 Upon dissolution of the Company and the liquidation of the assets of the Company pursuant to this Article 14, the Liquidator shall wind up the affairs of the Company and liquidate the assets as promptly as is consistent with obtaining fair value therefor and cause the remaining assets of the Company, including proceeds of sales or other dispositions in liquidation of assets, to be applied in accordance with the following priorities: (i) 14.4.2 First, to payment of the debts and obligations of the Company to its creditors (other than a Member), including sales commissions and other expenses incident to any sale of the assets of the Company; (ii) 14.4.3 Second, to the establishment of such reserves as the Liquidator may deem reasonably necessary for any unliquidated contingent or unforeseen liabilities or obligations of the Company; (iii) 14.4.4 Third, to the payment in full of loans (including for this purpose, accrued interest thereon through the date of payment) to the Company by the Members, pro rata, according to the relative amount of such unpaid loans (including for this purpose, accrued interest thereon through the date of payment) and then to the payment in full of any other debts and obligations of the Company to its Members (e.g., under service agreements), pro rata, according to the relative amount of such debts and obligations; (iv) 14.4.5 Fourth, to the Members having positive Capital Accounts pro rata in accordance with their relative positive Capital Accounts (as determined after taking into account all Capital Account adjustments for the Company's Fiscal Year during which such liquidation occurs), until all such positive Capital Accounts are reduced to zero; and; (v) 14.4.6 Fifth, among the Members in proportion to their respective Membership Interests; and, 14.4.7 Notwithstanding the foregoing provisions of this Section 14.4, upon liquidation of the Company, Company Discoveries shall be the joint property of each Member. Each Member shall have joint and non-exclusive rights to develop or sublicense the Company Discoveries; provided, however, that Techniclone shall have exclusive ownership, development and sublicense rights in the Company Discoveries until Techniclone has received cumulative distributions equal to the Early Termination Preference; and provided further that the OXiGENE Contributed Technology shall be distributed in kind to OXiGENE and the Techniclone Contributed Technology shall be distributed in kind to Techniclone, each at the value set forth in Section 3.1. The reserves established pursuant to clause (ii) of this Section 14.4(a) shall be paid over by the Liquidator to a bank or other financial institution to be held in escrow for the purpose of paying unliquidated, contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members or their assigns in the priority set forth in clauses (iii) and (iv) of this Section 14.4(a). Distributions to the Members pursuant to this Section 14.4(a) shall be made within the time period prescribed by Regulations Section 1.704- 1(b)(2)(ii)(b1.704-1 (b)(2)(ii)(b). (b) 14.4.8 In the event the Liquidator determines that an immediate sale of part or all of the Company assets would cause undue loss to the Members, the Liquidator, in order to avoid such loss, may either (i) defer liquidation of any assets of the Company for a reasonable time, except those assets necessary to satisfy Company debts and obligations, or (ii) distribute the assets in kind to the Members. If any assets of the Company are to be distributed in kind, such assets shall be valued and shall be deemed sold at their fair market value and any gain or loss deemed realized shall be allocated to the Capital Accounts of the Members for purposes of applying this Section 14.4 as if such gain or loss had actually been fully realized. Any assets that are to be so distributed shall be distributed on the basis of the fair market value thereof and any Member entitled to an interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets shall be determined by an appraiser to be selected by the Liquidator or by agreement of all the Members. In the event of such distribution in kind, the distributee Member shall not thereafter sell or otherwise Transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenant-in-common upon the same terms and conditions and for the same price as such proposed sale or Transfer. The other tenant-in-common shall have thirty (30) days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest. If the other tenant-in- in-common shall fail to accept such offer within such period of time, such distributee Member shall be free to sell the interest in such assets upon the terms and conditions described in the offer disclosed to the other tenants-in- in-common free of any further rights of first refusal. 14.4.9 During the period, if any, that Techniclone has exclusive ownership, development and sublicense rights to develop or sublicense the Company Discoveries pursuant to the first proviso of the second sentence of subsection 14.4(a)(vi), Techniclone will (i) promptly pay to OXiGENE, no less often than annually, the Early Termination Remainder, and (ii) provide OXiGENE with quarterly unaudited financial statements and annual audited financial statements.

Distributions in Liquidation. of the Partnership and in Liquidation ------------------------------------------------------------------ of a Partner's Interest in the Partnership. ------------------------------------------ (a) Upon dissolution In the event of a distribution in connection with the liquidation of the Company Partnership, the occurrence of which is described in Section 13.4(b), the Partnership shall apply and distribute the proceeds from the liquidation of the assets of the Company pursuant to this Article 14, the Liquidator shall wind up the affairs Partnership and collection of the Company and liquidate the assets as promptly as is consistent with obtaining fair value therefor and cause the remaining assets receivables of the CompanyPartnership, including proceeds of sales or other dispositions together with assets distributed in liquidation of assetskind, to be applied the extent sufficient therefor, in accordance with the following prioritiesorder of priority: (i) Firstfirst, to the payment and discharge of all liabilities, obligations and debts of the debts Partnership and obligations the expenses of liquidation, paid in the Company to its creditors (other than a Member), including sales commissions and other expenses incident to any sale of the assets of the Companyorder then required by California law; (ii) Secondsecond, to the establishment creation and setting up of such any reserves as which the Liquidator Management Committee may deem reasonably necessary necessary, appropriate or desirable for any unliquidated future, contingent or unforeseen liabilities liabilities, obligations or obligations debts of the CompanyPartnership which are not yet payable or have not yet been paid. The Partnership may pay, but is not obligated to pay, such reserves to an independent escrow holder designated by the Management Committee, to be held by it for the purpose of disbursing such reserves in payment of any of the aforementioned liabilities, obligations and debts and, at the expiration of such period as the Management Committee shall deem necessary, advisable or desirable, to distribute the balance thereafter remaining in the manner hereinafter provided; (iii) Thirdthird, to the payment in full and discharge of loans (including for this purpose, accrued interest thereon through the date of payment) to the Company by the Members, pro rata, according to the relative amount of such unpaid loans (including for this purpose, accrued interest thereon through the date of payment) and then to the payment in full of any other debts and obligations all of the Company liabilities, obligations and debts of the Partnership owing to its Members (e.g.Partners, under service agreements)but if the amount available for payment is insufficient, pro rata, according to the relative amount of such debts and obligations; (iv) Fourth, to the Members having positive Capital Accounts then pro rata in accordance with their relative the amount of those liabilities, obligations and debts; and (iv) fourth, to the Partners with positive Capital Accounts (as determined Accounts, in accordance with their respective Capital Account after taking into account all Capital Account adjustments for the Company's Fiscal Year Partnership taxable year during which such liquidation occurs), until all such positive Capital Accounts are reduced to zero; and occurs (v) Fifth, among the Members in proportion to their respective Membership Interests. The reserves established pursuant to clause (ii) of this Section 14.4(a) shall be paid over by the Liquidator to a bank or other financial institution to be held in escrow for the purpose of paying unliquidated, contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members or their assigns in the priority set forth in clauses (iii) and (iv) of this Section 14.4(a). Distributions to the Members than those made pursuant to this Section 14.4(a) shall be made within the time period prescribed by Regulations 13.2, or Section 1.704- 1(b)(2)(ii)(b13.3). (b) In Except as otherwise provided in Regulation Section 1.704- 1(b)(2)(ii)(b), a distribution to a Partner in liquidation of such Partner's interest in the event the Liquidator determines that an immediate sale of part or all Partnership (as described in Section 13.4(c), but other than in liquidation of the Company assets would cause undue loss Partnership (the occurrence of which is described in Section 13.4(b), shall be in an amount equal to each Partner's Capital Account after taking into account all Capital Account adjustments for the MembersPartnership taxable year during which such liquidation occurs (other than those made pursuant to this Section 13.2 or Section 13.3). (c) For purposes of this Section 13.2, the Liquidator, in order to avoid such loss, may either (i) defer liquidation of any assets of the Company for a reasonable time, except those assets necessary to satisfy Company debts and obligations, or (ii) distribute the assets in kind to the Members. If any assets of the Company are to be distributed in kind, such assets shall be valued and shall be deemed sold at their fair market value and any gain or loss deemed realized shall be allocated to the Capital Accounts of the Members for purposes of applying this Section 14.4 as if such gain or loss had actually been fully realized. Any assets that are to be so distributed shall be distributed on the basis of the fair market value thereof and any Member entitled to an interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets Partnership taxable year shall be determined by an appraiser without regard to be selected by the Liquidator or by agreement of all the Members. In the event of such distribution in kind, the distributee Member shall not thereafter sell or otherwise Transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenant-in-common upon the same terms and conditions and for the same price as such proposed sale or Transfer. The other tenant-in-common shall have thirty (30) days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest. If the other tenant-in- common shall fail to accept such offer within such period of time, such distributee Member shall be free to sell the interest in such assets upon the terms and conditions described in the offer disclosed to the other tenants-in- common free of any further rights of first refusalCode Section 706(c)(2)(A).

Distributions in Liquidation. of the Partnership and in Liquidation ------------------------------------------------------------------ of a Partner's Interest in the Partnership: ------------------------------------------ (a) Upon dissolution In the event of a distribution in connection with the liquidation of the Company Partnership, the occurrence of which is described in Section 13.4(b), the Partnership shall apply and distribute the proceeds from the liquidation of the assets of the Company pursuant to this Article 14, the Liquidator shall wind up the affairs Partnership and collection of the Company and liquidate the assets as promptly as is consistent with obtaining fair value therefor and cause the remaining assets receivables of the CompanyPartnership, including proceeds of sales or other dispositions together with assets distributed in liquidation of assetskind, to be applied the extent sufficient therefor, in accordance with the following prioritiesorder of priority: (i) First, to the payment and discharge of all liabilities, obligations and debts of the debts Partnership and obligations the expenses of liquidation, paid in the Company to its creditors (other than a Member), including sales commissions and other expenses incident to any sale of the assets of the Companyorder then required by California law; (ii) Second, to the establishment creation and setting up of such any reserves as which the Liquidator Management Committee may deem reasonably necessary necessary, appropriate or desirable for any unliquidated future, contingent or unforeseen liabilities liabilities, obligations or obligations debts of the CompanyPartnership which are not yet payable or have not yet been paid. The Partnership may pay, but is not obligated to pay, such reserves to an independent escrow holder designated by the Management Committee, to be held by it for the purpose of disbursing such reserves in payment of any of the aforementioned liabilities, obligations and debts and, at the expiration of such period as the Management Committee shall deem necessary, advisable or desirable, to distribute the balance thereafter remaining in the manner hereinafter provided; (iii) Third, to the payment in full and discharge of loans (including for this purpose, accrued interest thereon through the date of payment) to the Company by the Members, pro rata, according to the relative amount of such unpaid loans (including for this purpose, accrued interest thereon through the date of payment) and then to the payment in full of any other debts and obligations all of the Company liabilities, obligations and debts of the Partnership owing to its Members (e.g.Partners, under service agreements)but if the amount available for payment is insufficient, pro rata, according to the relative amount of such debts and obligations; (iv) Fourth, to the Members having positive Capital Accounts then pro rata in accordance with their relative the amount of those liabilities, obligations and debts; and (iv) Finally, to the Partners with positive Capital Accounts, in accordance with their respective Capital Accounts (as determined after taking into account all Capital Account adjustments for the Company's Fiscal Year Partnership taxable year during which such liquidation occurs), until all such positive Capital Accounts are reduced to zero; and occurs (v) Fifth, among the Members in proportion to their respective Membership Interests. The reserves established pursuant to clause (ii) of this Section 14.4(a) shall be paid over by the Liquidator to a bank or other financial institution to be held in escrow for the purpose of paying unliquidated, contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members or their assigns in the priority set forth in clauses (iii) and (iv) of this Section 14.4(a). Distributions to the Members than those made pursuant to this Section 14.4(a) shall be made within the time period prescribed by Regulations 13.2, or Section 1.704- 1(b)(2)(ii)(b13.3). (b) In Except as otherwise provided in Regulation Section 1.704- 1(b)(2)(ii)(b), a distribution to a Partner in liquidation of such Partner's interest in the event the Liquidator determines that an immediate sale of part or all Partnership (as described in Section 13.4(c)), but other than in liquidation of the Company assets would cause undue loss Partnership (the occurrence of which is described in Section 13.4(b)), shall be in an amount equal to each Partner's Capital Account after taking into account all Capital Account adjustments for the MembersPartnership taxable year during which such liquidation occurs (other than those made pursuant to this Section 13.2 or Section 13.3). (c) For purposes of this Section 13.2, the Liquidator, in order to avoid such loss, may either (i) defer liquidation of any assets of the Company for a reasonable time, except those assets necessary to satisfy Company debts and obligations, or (ii) distribute the assets in kind to the Members. If any assets of the Company are to be distributed in kind, such assets shall be valued and shall be deemed sold at their fair market value and any gain or loss deemed realized shall be allocated to the Capital Accounts of the Members for purposes of applying this Section 14.4 as if such gain or loss had actually been fully realized. Any assets that are to be so distributed shall be distributed on the basis of the fair market value thereof and any Member entitled to an interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets Partnership taxable year shall be determined by an appraiser without regard to be selected by the Liquidator or by agreement of all the Members. In the event of such distribution in kind, the distributee Member shall not thereafter sell or otherwise Transfer or dispose of any interest in any assets so distributed which it holds as a tenant-in-common without first offering such interest in writing to the other tenant-in-common upon the same terms and conditions and for the same price as such proposed sale or Transfer. The other tenant-in-common shall have thirty (30) days after the receipt of such offer within which to accept the same and shall have the right to acquire such interest. If the other tenant-in- common shall fail to accept such offer within such period of time, such distributee Member shall be free to sell the interest in such assets upon the terms and conditions described in the offer disclosed to the other tenants-in- common free of any further rights of first refusalCode Section 706(c)(2)(A).