Common use of Hypothetical Liquidation Defined Clause in Contracts

Hypothetical Liquidation Defined. In determining the amounts distributable to the Members under Section 9.2(b)(ii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company's assets are sold at their respective Book Value without further adjustment, (ii) payments to any holder of a nonrecourse debt are limited to the Book Value of the assets securing repayment of such debt, and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 9.2(b) (without retention of any reserves).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Limoneira CO), Contribution Agreement (Limoneira CO)

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Hypothetical Liquidation Defined. In determining the amounts distributable to the Members under Section 9.2(b)(ii9.2(d)(ii) upon a hypothetical liquidation, it shall be presumed that that: (i) all of the Company's assets are sold at their respective values reflected on the books of account of the Company, determined in accordance with Code Section 704(b) and Regulations thereunder ("Book Value Value"), without further adjustment, ; (ii) payments to any holder of a nonrecourse debt are limited to the Book Value of the assets securing repayment of such debt, ; and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 9.2(b) (without retention of any reserves)9.2.

Appears in 1 contract

Samples: Operating Agreement (United Park City Mines Co)

Hypothetical Liquidation Defined. In determining the amounts distributable to the Members under Section 9.2(b)(ii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company's ’s assets are sold at their respective values reflected on the books of account of the Company, determined in accordance with Code Section 704(b) and Regulations thereunder (“Book Value Value”), without further adjustment, (ii) payments to any holder of a nonrecourse debt are limited to the Book Value of the assets securing repayment of such debt, and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 9.2(b) (without retention of any reserves).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Meritage Homes of North Carolina, Inc.)

Hypothetical Liquidation Defined. In determining the amounts distributable to the Members under Section 9.2(b)(ii8.3(c)(ii) upon a hypothetical liquidation, it shall be presumed that that: (i) all of the Company's ’s assets are sold at their respective values reflected on the books of account of the Company, determined in accordance with Code Section 704(b) and Regulations thereunder (“Book Value Value”), without further adjustment, ; (ii) payments to any holder of a nonrecourse debt are limited to the Book Value of the assets securing repayment of such debt, ; and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 9.2(b) (without retention of any reserves)8.3.

Appears in 1 contract

Samples: Operating Agreement (A & B II, Inc.)

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Hypothetical Liquidation Defined. In determining the amounts distributable to the Members under Section 9.2(b)(ii9.2(b)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company's ’s assets are sold at their respective values reflected on the books of account of the Company, determined in accordance with Code section 704(b) and Regulations thereunder (“Book Value Value”), without further adjustment, (ii) payments to any holder of a nonrecourse debt are limited to the Book Value of the assets securing repayment of such debt, and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 9.2(b) (without retention of any reserves)9.2 hereof.

Appears in 1 contract

Samples: Operating Agreement (Environtech Inc.)

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