Common use of In-Kind Distribution Clause in Contracts

In-Kind Distribution. Except as otherwise expressly provided herein, without the prior approval of the Manager, assets of the Company, other than cash, shall not be distributed inkind to the Members. If any assets of the Company are distributed to the Members in kind for purposes of this Agreement, such assets shall be valued on the basis of the Gross Asset Value thereof (without taking into account section 7701(g) of the Code) on the date of Distribution; and any Member entitled to any Interests in such Assets shall receive such Interest as a tenant in common with the other Member(s) so entitled with an undivided Interest in such assets in the amount and to the extent provided for in Articles 4 and 2.2 of the Agreement. Upon such Distribution, the Capital Accounts of the Members shall be adjusted to reflect the amount of gain or loss that would have allocated to the Members pursuant to the appropriate provision of this Agreement had the Company sold the Assets being distributed for their Gross Asset Value (taking into account section 7701(g) of the Code) immediately prior to their Distribution.