Common use of Liquidation and Dissolution Clause in Contracts

Liquidation and Dissolution. 4.5.1 If the Company is liquidated, the assets of the Company shall be distributed to the Members in accordance with the terms of Section 4.1 (subject to the effect of Section 4.3(d), above). 4.5.2 No Member shall be obligated to restore a Negative Capital Account.

Liquidation and Dissolution. 4.5.1 4.3.1 If the Company is liquidated, the assets of the Company shall be distributed to the Members as provided in accordance with the terms of Section 4.1 (subject to the effect of Section 4.3(d), above)6.2 hereof. 4.5.2 4.3.2 No Member or holder of any Economic Interest shall be obligated to restore a Negative Capital Accountnegative capital account.

Liquidation and Dissolution. 4.5.1 4.4.1 If the Company is liquidated, in the year of such liquidation the assets of the Company shall be distributed to the Members in accordance with the terms of Section 4.1 (subject positive balances in their respective Capital Accounts, after taking into account all adjustments to Capital Accounts for the effect of Section 4.3(d), above)Company taxable year during which the liquidation occurs. 4.5.2 4.4.2 No Member shall be obligated to restore a Negative Capital Account.

Liquidation and Dissolution. 4.5.1 4.2.1. If the Company is liquidated, the assets of the Company shall be distributed to the Members in accordance with the terms of Section 4.1 (subject to the effect of Section 4.3(d), above)Member. 4.5.2 No 4.2.2. The Member shall not be obligated to restore a Negative Capital Accountany “negative capital account.”

Liquidation and Dissolution. 4.5.1 4.4.1 If the Company is liquidated, in the year of such liquidation the assets of the Company shall be distributed to the Members in accordance with the terms of Section 4.1 (subject positive balances in their respective Capital Accounts, after taking into account all adjustments to Capital Accounts for the effect of Section 4.3(d), above)Company taxable year during which the liquidation occurs. 4.5.2 4.4.2 No Member shall be obligated to restore a Negative Capital Account.. 12

Liquidation and Dissolution. 4.5.1 4.2.1. If the Company is liquidated, the assets of the Company Company, after payment of all liabilities, shall be distributed to the Members in accordance with the terms of Section 4.1 (subject to the effect of Section 4.3(d), above)Member. 4.5.2 No 4.2.2. The Member shall not be obligated to restore a Negative Capital Accountany “negative capital account.”

Liquidation and Dissolution. 4.5.1 If 4.4.1 Upon liquidation of the Company is liquidatedCompany, the assets of the Company shall be distributed to the Members in accordance with the terms of Section 4.1 (subject their positive balances in their respective Capital Accounts, after giving effect to the effect of Section 4.3(d)all Contributions, above)distributions, and allocations for all periods. 4.5.2 4.4.2 No Member shall be obligated to restore a Negative Capital Account. 4.4.3 Any remaining assets of the Company after giving effect to Section 4.4.1 shall be distributed to the Members in proportion to their Percentages.

Liquidation and Dissolution. 4.5.1 4.4.1. If the Company is liquidated, the assets of the Company shall be distributed to the Members in accordance with the terms of Section 4.1 (subject to the effect of Section 4.3(d4.2(d), above). 4.5.2 4.4.2. No Member shall be obligated to restore a Negative Capital Account.

Liquidation and Dissolution. 4.5.1 4.2.1 If the Company is liquidated, the assets of the Company shall be distributed to the Members members in accordance with the terms of Section 4.1 (subject to the effect of Section 4.3(d), above)their Capital Accounts. 4.5.2 4.2.2 No Member shall be obligated to restore a Negative negative Capital AccountAccount unless and to the extent that the failure to do so would result in the failure of the allocation of Profit described in Section 4.1, above, to have Asubstantial economic effect@ under the Code and Regulations.

Liquidation and Dissolution. 4.5.1 If 4.4.1. Except as otherwise provided in Section 4.4.2, if the Company is liquidated, the assets of the Company shall be distributed to the Members in accordance with the terms balances in their respective Capital Accounts, after taking into account the allocations of Profit and Loss, and any items specially allocated, pursuant to Section 4.1 (subject IV, if any, and distributions of cash or property, if any, pursuant to the effect of Section 4.3(d), aboveSections 4.1.2.5 and 4.2.2.6(d). 4.5.2 4.4.2. No Member shall be obligated to restore a Negative Capital Account.

Liquidation and Dissolution. 4.5.1 4.4.1 If the Company is liquidated, in the year of such liquidation the assets of the Company shall be distributed to the Members in accordance with the terms of Section 4.1 (subject positive balances in their respective Capital Accounts, after taking into account all adjustments to Capital Accounts for the effect of Section 4.3(d), above)Company taxable year during which the liquidation occurs. 4.5.2 4.4.2 No Member shall be obligated to restore a Negative Capital Account. 4.5.

Liquidation and Dissolution. 4.5.1 4.4.1. If the Company is dissolved and liquidated, the assets of the Company shall be distributed to the Members Economic Interest Holders in accordance with the terms provisions of Section 4.1 (subject to the effect of Section 4.3(d), above)4.2.3.4. 4.5.2 4.4.2. No Member Economic Interest Holder shall be obligated to restore a Negative Capital Account.

Liquidation and Dissolution. 4.5.1 4.4.1 If the Company is liquidated, the assets of the Company shall be distributed to the Members in accordance with the terms balances in their respective Capital Accounts, after taking into account the allocations of Profit or Loss pursuant to Section 4.1 (subject 4.4, and distributions, if any, of cash or property pursuant to the effect of Section 4.3(d), above)Sections 4.3. 4.5.2 4.4.2 No Member shall be obligated to restore a Negative Capital Account.