Non-Cash Assets. If any part of the net assets distributable to the Members consists of notes, real estate equity or interests, or other non-cash assets, the Manager or liquidator shall distribute any non-tangible property interests directly to the Members, and may take whatever steps they deem appropriate to convert tangible property interests into cash or any other form to facilitate distribution. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of their Fair Market Value at the date of distribution, as determined by the Manager or liquidator.
Non-Cash Assets. Every reasonable effort shall be made to dispose of the assets of the Company so that the distribution may be made to the Members in cash. If at the time of the termination of the Company, the Company owns any assets in the form of work in progress, notes, deeds to secure debt or other non-cash assets, such assets, if any, shall be distributed in kind to the Members, in lieu of cash, proportionately to their right to receive the assets of the Company on an equitable basis reflecting the Fair Market Value of the assets so distributed. In the alternative, the Members may cause the Company to distribute some or all of its non-cash assets to the Members as tenants-in-common subject to such terms, covenants and conditions as the Members may adopt.
Non-Cash Assets. Every reasonable effort shall be made to dispose of the assets of the Company so that the distribution may be made to the Members in cash. Subject to Section 8.05 hereof, if at the time of the dissolution of the Company, the Company owns any assets in the form of work in progress, notes, deeds of trust or other non-cash assets, such assets, if any, shall be distributed in kind to the Members, in lieu of cash, proportionately to their right to receive the assets of the Company on an equitable basis reflecting the net fair market value of the assets so distributed.
Non-Cash Assets. If in the opinion of the Executive Committee a complete liquidation of the assets of the LLC would involve substantial losses or would be impractical under the circumstances, the CEO shall liquidate that portion of the assets of the LLC necessary to pay the obligations of the LLC described in Subsection 10.4.1
(a) through (e) above the remaining assets will be distributed to the Members proportionately to their right to receive the assets of the LLC on an equitable basis reflecting the net fair market value of the assets so distributed, which net fair market value shall be determined by the Members.
Non-Cash Assets. Every reasonable effort shall be made to disclose of the assets of the Partnership so that the distribution may be made to the Partners in cash. If at the time of the termination of the Partnership, the Partnership owns any assets in the form of work in progress, notes, deeds of trust or other non-cash assets, such assets, if any, shall be distributed in kind to the Partners, in lieu of cash, proportionately to their right to receive the assets of the Partnership on an equitable basis reflecting the net fair market value of the assets so distributed, which net fair market value shall be determined by appraisal in accordance with Article X.
Non-Cash Assets. Every reasonable effort shall be made to dispose of the interests of the Partnership in the assets of the Partnership, so that the distribution may be made to the Partnership in cash. If at the time of the liquidation of the Partnership, the Partnership owns any assets in the form of notes, deeds of trust or other non-cash assets, such assets, if any, shall be distributed in kind to the Partners, in lieu of cash, in accordance with Section 13.4(c), in proportion to their right to receive the assets of the Partnership on an equitable basis reflecting the net fair market value of the assets so distributed.
Non-Cash Assets. Every reasonable effort shall be made to dispose of the assets of the Partnership so that the distribution may be made to the Partners in cash. If at the time of the dissolution of the Partnership, the Partnership owns any assets in the form of work in progress, notes, deeds of trust or other non-cash assets, such assets, if any, shall be distributed in kind to the Partners, in lieu of cash, proportionately to their right to receive the assets of the Partnership on an equitable basis reflecting the fair market value of the assets so distributed, which fair market value shall be determined by an appraisal from an experienced third party appraiser engaged by the General Partner or the other Person winding up the affairs of the Partnership. In the alternative, the Partners may cause the Partnership to distribute some or all of its non-cash assets to the Partners as tenants-in-common subject to such terms, covenants and conditions as the Partners by consent of the holders of a majority of the Percentage Interests may adopt. Each Partner’s Capital Account shall be charged or credited, as the case may be, as if each non-cash asset had been sold for cash at fair market value and the net gain or net loss recognized thereby had been allocated to and between the Partners in accordance with Article 4 herein.
Non-Cash Assets. If any part of the net assets distributable to the Members consists of notes, real estate equity or interests, or other non-cash assets, the Manager or liquidator shall distribute any non-tangible property interests directly to the Members, and may take whatever steps they deem appropriate to convert tangible property interests into cash or any other form to facilitate distribution. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of their fair market value at the date of distribution, as determined by the Manager or liquidator. Operating Agreement ofStrata Capital Real Estate Opportunity Fund I LLC25
Non-Cash Assets. Non-cash assets (including expirations) shall be applied --------------- or distributed in the winding-up as follows:
(a) In the event debts or obligations of the Joint Venture to a third party remain after the application of cash pursuant to subsection 8.2.4., other non-cash assets shall be liquidated and applied to such debts or obligations.
(b) In the event non-cash assets remain after application as provided in (a) above, such assets shall be distributed to the Joint Venturers, with 80% going to Zurich Commercial and 20% going to USI after Zurich Commercial has recouped its total capital contribution.
Non-Cash Assets. If any of the assets of the corporation are to be distributed under this Section B(4), or for any purpose, in a form other than cash, then the board of directors of the corporation shall promptly and reasonably determine in good faith the fair market value of the assets to be distributed to the holders of Series A Preferred Stock or Common Stock. The corporation shall, upon receipt of such determination, give prompt written notice of the determination to each holder of shares of Series A Preferred Stock or Common Stock. Notwithstanding the foregoing, the fair market value of any securities shall be valued as follows:
(i) Securities not subject to investment letter or other similar restrictions on free marketability:
(A) If traded on a securities exchange or Nasdaq National Market, the value shall be deemed to be the average of the closing sale prices of the securities on the Nasdaq National Market or such exchange, as applicable, over the thirty (30) calendar day period ending three (3) calendar days prior to the consummation of a liquidation, dissolution or winding up of the corporation;
(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) calendar day period ending three (3) calendar days prior to the consummation of a liquidation, dissolution or winding up of the corporation; or
(C) If thee is no active public market, the value shall be the fair market value thereof, as determined by a majority of the board of directors of the corporation in good faith.
(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as determined by the board of directors of the corporation in good faith.
