Special Distribution and Allocation Upon Sale of Class C Member’s Interest Sample Clauses

Special Distribution and Allocation Upon Sale of Class C Member’s Interest. (a) Subject to Sections 9.2, 9.3(c), 10.3 and 10.4, but notwithstanding any other provision of this Article IX or Article X and prior to making any other distributions or allocations pursuant to such Articles (other than Sections 9.2, 9.3(c), 10.3 and 10.4) for the relevant fiscal year, in connection with any taxable sale or other disposition by the Class C Member of all or any portion of its Membership Interest, other than a Transfer pursuant to Section 11.2(b), the Class C Member shall be entitled to a special distribution and corresponding allocation of gross income by the Company immediately prior to such sale or other disposition equal to the result of (x) the remaining Net Unrealized Built-In Gain, if any, of the Class C Contributed Assets (including, solely for this purpose, any remaining Reduction Amount not previously treated as Pre-Contribution Built-In Gain subject to the special distribution and allocation provisions of Section 9.2) at the time of such taxable sale or other disposition, multiplied by (y) the Class C Member Tax Rate divided by (z) one-minus the Class C Member Tax Rate, multiplied by (z) the portion (expressed as a percentage) of the Class C Member’s Membership Interest that is being sold or otherwise disposed of.