Common use of Hypothetical Liquidation Clause in Contracts

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the positive or negative difference between: (i) the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year; (y) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Value of the assets securing such liability); and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 10.04, and (ii) the sum of (x) the amount, if any, that such Member is obligated to contribute to the capital of the Company; (y) such Member's share of the Company Minimum Gain determined pursuant to Section 1.704-2(g) of the Regulations; and (z) such Member's share of Member Nonrecourse Debt Minimum Gain determined pursuant to Section 1.704-2(i)(5) of the Regulations, all computed immediately prior to the hypothetical sale described in Section 7.02(a)(i).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the positive or negative difference between: (i) the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year; (y) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Value of the assets securing such liability); and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 10.04, and (ii) the sum of (x) the amount, if any, that such Member is obligated to contribute to the capital of the Company; (y) such Member's ’s share of the Company Minimum Gain determined pursuant to Section 1.704-2(g) of the Regulations; and (z) such Member's ’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Section 1.704-2(i)(5) of the Regulations, all computed immediately prior to the hypothetical sale described in Section 7.02(a)(i).

Hypothetical Liquidation. The After making the special allocations specified in Section 4.4, the items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the positive or excess (which may be negative difference between) of: (i) the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash in an amount equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year; , (y) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse LiabilityLiability or Member Nonrecourse Debt in respect of such Member, to the Gross Asset Value of the assets securing such liability); , and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 10.044.1(b) and Section 10.2, andover (ii) the sum of (x) the amount, if any, that which such Member is obligated to contribute to the capital of the Company; , (y) such Member's ’s share of the Company Minimum Gain determined pursuant to Regulations Section 1.704-2(g) of the Regulations; ), and (z) such Member's ’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5) of the Regulations), all computed immediately prior to the hypothetical sale described in Section 7.02(a)(i)4.3(a)(i) above.

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year shall be allocated among the Persons who which were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the positive or negative difference betweenexcess (which may be negative) of: (i) the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (xw) all Company assets, including cash, were sold for cash equal to their Gross Asset Carrying Values, taking into account any adjustments thereto for such Fiscal Year; , (yx) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liabilitynonrecourse liability, to the Gross Asset Carrying Value of the assets securing such liability); ) and (zy) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 10.04, and11.2 hereof. (ii) the sum of (x) the amount, if any, that which such Member is obligated to contribute to the capital of the Company; , (y) such Member's share of the Company Minimum Gain determined pursuant to Regulations Section 1.704-2(g) of the Regulations; ), and (z) such Member's share of Member Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5) of the Regulations), all computed immediately prior to the hypothetical sale described in Section 7.02(a)(i)8.2.A(i) above.