Common use of Winding Up of the Company Clause in Contracts

Winding Up of the Company. (a) Upon dissolution of the Company for any of the events described in subparagraphs (a) through (d) of Section 11.1, the Members shall wind up the affairs and liquidate the assets of the Company, in a manner approved by the Members, as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, when and as received by the Company shall be utilized, paid or distributed in the following order: (i) First, to creditors, including Members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distribution to Members under the Act; (ii) Second, to establish Cash Reserves and other Company reserves for known and unknown liabilities, provided that any remainder of such withheld amounts shall be distributed to the Members as soon as practicable; and (iii) Thereafter, the balance, if any, to the Members in accordance with Section 8.2. It is intended that the distributions set forth in this Section 11.2(a) 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, no change in the amounts of distributions pursuant to this Section 11.2 shall be made, but rather, items of income, gain, loss, deduction and credit will be reallocated among the Members 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. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (c) Upon the approval of the Members, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 may be distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

Winding Up of the Company. (a) Upon dissolution of the Company for any of the events described in subparagraphs (a) through (d) of Section 11.1, the Members shall wind up the affairs and liquidate the assets of the Company, in a manner approved by the Members, as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, when and as received by the Company shall be utilized, paid or distributed in the following order: (i) First, to creditors, including Members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distribution to Members under the Act; (ii) Second, to establish Cash Reserves and other Company reserves for known and unknown liabilities, provided that any remainder of such withheld amounts shall be distributed to the Members as soon as practicable; and (iii) Thereafter, the balance, if any, to the Members in accordance with Section 8.2. It is intended that the distributions set forth in this Section 11.2(a) 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, no change in the amounts of distributions pursuant to this Section 11.2 shall be made, but rather, items of income, gain, loss, deduction and credit will be reallocated among the Members 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. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (c) Upon the approval of the Members, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 may be distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

Winding Up of the Company. (a) Upon dissolution the Liquidation of the Company for any caused by other than the termination of the events described Company under Code Section 708(b)(1)(B) (in subparagraphs (a) through (d) which latter case the Company shall remain in existence in accordance with the provisions of such Section 11.1of the Code), the Members shall wind proceed to the winding up of the affairs and liquidate the assets of the Company. During such winding up process, in a manner approved the Net Profits, Net Losses and Net Cash distributions shall continue to be shared by the Members, Members in accordance with this Agreement. The assets shall be liquidated as promptly as is consistent with obtaining the a fair value thereoftherefor, and the proceeds therefrom, to the extent sufficient thereforavailable, when shall be applied and as received distributed by the Company shall be utilizedon or before the end of the taxable year of such Liquidation or, paid or distributed if later, within 90 days after such Liquidation, in the following order: : (i) Firstfirst, to creditors, including Members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities creditors of the Company (whether including Members who are creditors in the order of priority as provided by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been law including, without limitation, any Members that have made Member Loans and liabilities for distribution to Members under the Act; Default Loans); (ii) Secondsecond, to establish Cash Reserves and other the setting up of any reserves which the Members determine, in their reasonable discretion, are necessary for any contingent, conditional or unmatured liabilities or obligations of the Company reserves for known and unknown liabilities, provided that any remainder of such withheld amounts (which shall be distributed to at such time as is determined in the Members as soon as practicablereasonable discretion of the Members); and and (iii) Thereafter, the balance, if any, to the Members in accordance with the distribution schedule of Section 8.25.01 or Section 5.02, as then applicable at the time of such Liquidation. It is intended that Such distribution shall be made by the distributions set forth date specified in this Section 11.2(a) comply with the requirement of Regulations Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). As used in this Agreement, the term "Liquidation" means (i) 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, no change in the amounts of distributions pursuant to this Section 11.2 shall be made, but rather, items of income, gain, loss, deduction and credit will be reallocated among the Members 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. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (c) Upon the approval earlier of the Members, date upon which the Company is terminated under Code Section 708(b)(1) or the date upon which the Company ceases to be a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 going concern (even though it may be distributed to a trust established for the benefit of the Members continue in existence for the purpose of liquidating Company assetswinding up its affairs, collecting amounts owed paying its debts and distributing any remaining balance to its Members), and (ii) in respect to a Member wherein the Company and paying any contingent or unforeseen liabilities or obligations is not in Liquidation, means the liquidation of a Member’s interest in the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreementunder Treasury Regulation Section 1.761-1(d).

Winding Up of the Company. (a) Upon dissolution of the Company for any of the events described in subparagraphs (a) through (d) of Section 11.1, the Members shall wind up the affairs and liquidate the assets of the Company, in a manner approved by the Members, as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, when and as received by the Company shall be utilized, paid or distributed in the following order: (i) First, to creditors, including Members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distribution to Members under the Act; (ii) Second, to establish Cash Reserves and other Company (or TRS SUB) reserves for known and unknown liabilities, provided that any remainder of such withheld amounts shall be distributed to the Members as soon as practicable; and (iii) Thereafter, the balance, if any, to the Members in accordance with Section 8.2. It is intended that the distributions set forth in this Section 11.2(a) 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, no change in the amounts of distributions pursuant to this Section 11.2 shall be made, but rather, items of income, gain, loss, deduction and credit will be reallocated among the Members 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. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (c) Upon the approval of the Members, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 may be distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

Winding Up of the Company. (a) Upon dissolution the Liquidation of the Company for any caused by other than the termination of the events described Company under Code Section 708(b)(1)(B) (in subparagraphs (a) through (d) which latter case the Company shall remain in existence in accordance with the provisions of such Section 11.1of the Code), the Members Managing Member shall wind proceed to the winding up of the affairs and liquidate the assets of the Company. During such winding up process, in a manner approved the Net Profits, Net Losses and Net Cash distributions shall continue to be shared by the Members, Members in accordance with this Agreement. The assets shall be liquidated as promptly as is consistent with obtaining the a fair value thereoftherefor, and the proceeds therefrom, to the extent sufficient thereforavailable, when shall be applied and as received distributed by the Company shall be utilizedon or before the end of the taxable year of such Liquidation or, paid or distributed if later, within 90 days after such Liquidation, in the following order: : (i) Firstfirst, to creditors, including Members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities creditors of the Company (whether including Members who are creditors in the order of priority as provided by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been law including, without limitation, any Members that have made Member Loans and liabilities for distribution to Members under the Act; Default Loans); (ii) Secondsecond, to establish Cash Reserves and other the setting up of any reserves which KBS determines, in its reasonable discretion, are necessary for any contingent, conditional or unmatured liabilities or obligations of the Company reserves for known and unknown liabilities, provided that any remainder of such withheld amounts (which shall be distributed to at such time as is determined in the Members as soon as practicablereasonable discretion of KBS); and and (iii) Thereafter, the balance, if any, to the Members in accordance with the distribution schedule of Section 8.25.01 or Section 5.02(a) or (b), as then applicable at the time of such Liquidation. It is intended that Such distribution shall be made by the distributions set forth date specified in this Section 11.2(a) comply with the requirement of Regulations Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). As used in this Agreement, the term "Liquidation" means (i) 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, no change in the amounts of distributions pursuant to this Section 11.2 shall be made, but rather, items of income, gain, loss, deduction and credit will be reallocated among the Members 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. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (c) Upon the approval earlier of the Members, date upon which the Company is terminated under Code Section 708(b)(1) or the date upon which the Company ceases to be a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 going concern (even though it may be distributed to a trust established for the benefit of the Members continue in existence for the purpose of liquidating Company assetswinding up its affairs, collecting amounts owed paying its debts and distributing any remaining balance to its Members), and (ii) in respect to a Member wherein the Company and paying any contingent or unforeseen liabilities or obligations is not in Liquidation, means the liquidation of a Member’s interest in the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreementunder Treasury Regulation Section 1.761-1(d).

Winding Up of the Company. (a) Upon dissolution If the Company is dissolved pursuant to Section 14, the Members, or a liquidator appointed by the Members (the Members or such liquidator being referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company for any in accordance with the requirements of the events described Act. A reasonable amount of time shall be allowed for the period of winding up in subparagraphs (a) through (d) light of Section 11.1, prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members shall wind and the conduct of the Company during the period of winding up the affairs and Company’s affairs. The Liquidator shall liquidate the assets of the Company, in a manner approved by the Members, as promptly as is consistent with obtaining the fair value thereof, and apply and distribute the proceeds therefrom, to the extent sufficient therefor, when and as received by the Company shall be utilized, paid or distributed of such liquidation in the following orderorder of priority, unless otherwise required by mandatory provisions of applicable law: (i) First, to creditors, including Members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment payment, by the establishment of reserves of cash or other assets of the making of Company or by other reasonable provision for payment thereof) payment), other than liabilities for which reasonable provision for payment has been made and liabilities for distribution distributions to Members and former Members under Sections 1705.11, 1705.12, 1705.13, or 1705.46 of the Act; (ii) Secondto Members and former Members in satisfaction of liabilities for distributions under Sections 1705.11, to establish Cash Reserves and other Company reserves for known and unknown liabilities1705.12, provided that any remainder 1705.13 of such withheld amounts shall be distributed to the Members as soon as practicableAct; and (iii) Thereafter, the balance, if any, thereafter to the Members in proportion to their Percentage Interests; provided, however, that in the event the Company is being taxed as a partnership in accordance with Section 8.2. It is intended that 8(c) hereof, such distributions shall be made to the distributions set forth Members up to the balance of the positive balances of their respective capital accounts (determined after allocating all income, gain, deduction, loss and other like items arising in this Section 11.2(a) comply connection with the requirement liquidation of Regulations Company assets and otherwise making all capital account adjustments required by Section 1.7048(c) hereof) and then in proportion to their Percentage Interests. (b) Notwithstanding the provisions of Section 15(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Members deem not suitable for liquidation. Any such in-1(b)(2)(ii)(b)(2kind distributions (i) that liquidating distributions shall be made in accordance with positive Capital Accounts. However, the priorities referenced in Section 15(a) as if cash equal to the balances in fair market value of the Capital Accounts do not result in such requirement distributed assets were being satisfied, no change in the amounts of distributions pursuant to this Section 11.2 distributed and (ii) shall be made, but rather, items subject to such conditions relating to the disposition and management of income, gain, loss, deduction and credit will be reallocated among the distributed properties as the Members 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. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions deem reasonable and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, equitable and such deficit shall not be considered a debt owed to the Company or to any joint operating agreements or other Person for agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any purpose whatsoeverproperty distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the approval completion of the Members, a pro rata portion distribution of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 may be distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company and paying any contingent or unforeseen liabilities or obligations assets of the Company arising out as provided in this Section 15, the Company shall be terminated, and the Liquidator shall cause the cancellation of or in connection with the Certificate of Formation and all qualifications of the Company as a foreign limited liability company, if any, and shall take such other actions as may be necessary to terminate the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

Winding Up of the Company. (a) Upon dissolution of If the Company for any is to be dissolved in accordance with Section 10.1 of this Agreement, then the events described in subparagraphs (a) through (d) of Section 11.1, the Members Board shall wind up the affairs and liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a manner approved by bona fide sale or sales to third persons at such prices and upon such terms as they may determine. If the MembersBoard determines that an immediate sale would be financially inadvisable, as promptly as is consistent with obtaining it may defer sale of the fair value thereofCompany assets for a reasonable time, and or distribute the assets in kind. (b) The proceeds therefrom, to the extent sufficient therefor, when and as received by of any liquidation of the Company shall be utilized, paid or distributed in the following order:order of priority (to the extent that such order of priority is consistent with the laws of the State of New York): (i) First, to creditors, including Members and managers who are creditorsfirst, to the extent otherwise permitted by lawpayment of the debts and liabilities of the Company to persons other than Members with respect to Subordinated Notes and the expenses of dissolution and liquidation; (ii) then, in satisfaction to the establishment of any reserves which the Board shall deem reasonably necessary for payment of such other debts and liabilities of the Company (whether contingent or otherwise), as are specified by the Board, such reserves to be held in escrow by a bank or trust company selected by the Board, and, to be disbursed as directed by the Board in payment or of any of the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made specified debts and liabilities for distribution to Members under or, at the Act; (ii) Secondexpiration of such period as the Board may deem advisable, to establish Cash Reserves and other Company reserves for known and unknown liabilities, provided that any remainder of such withheld amounts shall be distributed to in the Members as soon as practicable; andmanner hereinafter provided; (iii) Thereafterthen, to Members holding Subordinated Notes, in proportion to (and to the balance, if anyextent of) indebtedness due to such Members under such Subordinated Notes; (iv) then, to the Members in accordance with Section 8.2. It is intended that proportion to (and to the distributions set forth in this Section 11.2(aextent of) comply with the requirement positive balances of Regulations Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in accordance with positive their respective Capital Accounts. However, if the balances in the Capital Accounts do not result in such requirement being satisfied, no change in the amounts of distributions pursuant to this Section 11.2 shall be made, but rather, items of income, gain, loss, deduction and credit will be reallocated among the Members so as to cause the balances in the Capital Accounts to be in the amounts necessary so that; and (v) thereafter, to the extent possible, such result is achievedMembers in proportion to their Common Units. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (c) Upon the approval of the Members, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 may be distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

Winding Up of the Company. (a) Upon dissolution the Liquidation of the Company for any caused by other than the termination of the events described Company under Code Section 708(b)(1)(B) (in subparagraphs (a) through (d) which latter case the Company shall remain in existence in accordance with the provisions of such Section 11.1of the Code), the Members Managing Member shall wind proceed to the winding up of the affairs and liquidate the assets of the Company. During such winding up process, in a manner approved the Net Profits, Net Losses and Net Cash distributions shall continue to be shared by the Members, Members in accordance with this Agreement. The assets shall be liquidated as promptly as is consistent with obtaining the a fair value thereoftherefor, and the proceeds therefrom, to the extent sufficient thereforavailable, when shall be applied and as received distributed by the Company shall be utilizedon or before the end of the taxable year of such Liquidation or, paid or distributed if later, within ninety (90) days after such Liquidation, in the following order: : (i) Firstfirst, to creditors, including Members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities creditors of the Company (whether including Members who are creditors in the order of priority as provided by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been law including, without limitation, any Members that have made and liabilities for distribution to Members under the Act; Member Loans); (ii) Secondsecond, to establish Cash Reserves and other the setting up of any reserves which Co-Managing Member determines, in its reasonable discretion, are necessary for any contingent, conditional or unmatured liabilities or obligations of the Company reserves for known and unknown liabilities, provided that any remainder of such withheld amounts (which shall be distributed to at such time as is determined in the Members as soon as practicablereasonable discretion of Co-Managing Member); and and (iii) Thereafter, the balance, if any, to the Members in accordance with the distribution schedule of Section 8.25.01 or Section 5.02, as then applicable at the time of such Liquidation. It is intended that Such distribution shall be made by the distributions set forth date specified in this Section 11.2(a) comply with the requirement of Regulations Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). As used in this Agreement, the term “Liquidation” means (i) 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, no change in the amounts of distributions pursuant to this Section 11.2 shall be made, but rather, items of income, gain, loss, deduction and credit will be reallocated among the Members 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. (b) If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (c) Upon the approval earlier of the Members, date upon which the Company is terminated under Code Section 708(b)(1)(A) or the date upon which the Company ceases to be a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 11.2 going concern (even though it may be distributed to a trust established for the benefit of the Members continue in existence for the purpose of liquidating Company assetswinding up its affairs, collecting amounts owed paying its debts and distributing any remaining balance to its Members), and (ii) in respect to a Member wherein the Company and paying any contingent or unforeseen liabilities or obligations is not in Liquidation, means the liquidation of a Member’s interest in the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreementunder Treasury Regulation Section 1.761-1(d).