Liquidation Guaranteed Payment Sample Clauses

Liquidation Guaranteed Payment. On the date on which all of the assets of the Company are distributed to the Members pursuant to Section 12.02 hereof, the Company shall pay to each Class A Member an amount equal to such Class A Member’s Early Liquidation Premium, if any. Amounts payable under this Section 12.07 shall be paid in cash, unless, at such time as the Company has failed to pay all or any portion of such amount then due and payable, the Class A Members elect to have such amounts paid in-kind. In the event the Class A Members have made such an election, such payments shall be made in the form of Demand Loans and/or Cash Equivalents (as determined by the Class A Members in their sole discretion subject only to the Company holding any such asset in the amounts requested) with an aggregate ▇▇▇▇-to-Market Value equal to the amount due and payable. In addition, amounts payable under this Section 12.07 shall be treated as guaranteed payments within the meaning of Code Section 707(c), shall be considered an expense of the Company for income tax purposes and an expense or capital item for financial reporting purposes, as the case may be, and shall not be considered a distribution to any Class A Member for all purposes of this Agreement, including, without limitation, in maintaining any Class A Member’s Capital Account.