Common use of Liquidation of Company Clause in Contracts

Liquidation of Company. It is intended that, in the event of a liquidation of the Company as defined in Treasury Regulation §1.704-1(b)(2)(ii)(g), distributions to be made in connection with such liquidation under Article 4 comply with the requirement of Regulations Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in accordance with positive Capital Accounts. However, if the balances in the Capital Accounts do not result in such requirement being satisfied, items of income, gain, loss, deduction and credit will be reallocated among the Members for the taxable year of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) so as to cause the balances in the Capital Accounts to be in the amounts necessary so that, to the extent possible, such result is achieved.