Common use of Distribution in Kind Clause in Contracts

Distribution in Kind. If the Fund elects to make distribution in kind of any of the assets of the Fund, it shall give notice of its election to each Shareholder, specifying the nature and value of all such assets to be distributed in kind, the deadline for giving notice of refusal to accept a distribution in kind and to the extent advisable, the estimated time necessary for the Fund to liquidate assets if those assets are not distributed and other information as required. In making such election, the Fund shall not arbitrarily value assets to be distributed in kind nor shall it specify assets to be distributed in kind in such a manner as to unreasonably advantage or disadvantage any Shareholder. A Shareholder may refuse to accept a distribution in kind by giving written notice to the Fund not later than 30 days after the effective date of the Fund's notice of distribution. If a Shareholder refuses distribution in kind, the Fund shall retain in the Fund's name the portion of the assets which were to be distributed in kind and which were to be allocated to the refusing Shareholder (the "Retained Assets") and shall liquidate the Retained Assets in accordance with this Agreement. Upon liquidation of the Retained Assets, the sum realized shall be distributed to the Shareholder refusing distribution in kind in full discharge of the Fund's obligation to distribute the Retained Assets. In determining the Capital Accounts of the Shareholders, a distribution of assets in kind shall be considered a sale of the property distributed so that any unrealized gain or loss with respect to such property shall be deemed to have been realized and allocated among the Shareholders in accordance with Article 4.

Distribution in Kind. If the Fund elects to make a distribution in kind of any of the assets of the Fund, it shall give notice of its election to each Shareholder, specifying the nature and value of all such assets to be distributed in kind, the deadline for giving notice of refusal to accept a distribution in kind and to the extent advisable, the estimated time necessary for the Fund to liquidate assets if those assets are not distributed and other information as required. In making such election, the Fund shall not arbitrarily value assets to be distributed in kind nor shall it specify assets to be distributed in kind in such a manner as to unreasonably advantage or disadvantage any Shareholder. A Shareholder may refuse to accept a distribution in kind by giving written notice to the Fund not later than 30 days after the effective date of the Fund's notice of distribution. If a Shareholder refuses a distribution in kind, the Fund shall retain in the Fund's name the portion of the assets which were to be distributed in kind and which were to be allocated to the refusing Shareholder (the "Retained Assets") and shall liquidate the Retained Assets in accordance with this Agreement. Upon liquidation of the Retained Assets, the sum realized shall be distributed to the Shareholder refusing distribution in kind in full discharge of the Fund's obligation to distribute the Retained Assets. In determining the Capital Accounts of the Shareholders, a distribution of assets in kind shall be considered a sale of the property distributed so that any unrealized gain or loss with respect to such property shall be deemed to have been realized and allocated among the Shareholders in accordance with Article 4.

Distribution in Kind. If the Fund elects to make a distribution in kind of any of the assets of the Fund, it shall give notice of its election to each Shareholder, specifying the nature and value of all such assets to be distributed in kind, the deadline for giving notice of refusal to accept a distribution in kind and to the extent advisable, the estimated time necessary for the Fund to liquidate assets if those assets are not distributed and other information as required. In making such election, the Fund shall not arbitrarily value assets to be distributed in kind nor shall it specify assets to be distributed in kind in such a manner as to unreasonably advantage or disadvantage any Shareholder. A Shareholder may refuse to accept a distribution in kind by giving written notice to the Fund not later than 30 days after the effective date of the Fund's ’s notice of distribution. If a Shareholder refuses a distribution in kind, the Fund shall retain in the Fund's ’s name the portion of the assets which were to be distributed in kind and which were to be allocated to the refusing Shareholder (the "“Retained Assets"”) and shall liquidate the Retained Assets in accordance with this Agreement. Upon liquidation of the Retained Assets, the sum realized shall be distributed to the Shareholder refusing distribution in kind in full discharge of the Fund's ’s obligation to distribute the Retained Assets. In determining the Capital Accounts of the Shareholders, a distribution of assets in kind shall be considered a sale of the property distributed so that any unrealized gain or loss with respect to such property shall be deemed to have been realized and allocated among the Shareholders in accordance with Article 4.

Distribution in Kind. If the Fund Company elects to make distribution in kind of any of the assets of the FundCompany, it shall give notice of its election to each ShareholderInterestholder, specifying the nature and value of all such assets to be distributed in kind, the deadline for giving notice of refusal to accept a distribution in kind and and, to the extent advisable, the estimated time necessary for the Fund Company to liquidate assets if those assets are not distributed and other information as requiredinformation. In making such election, the Fund shall not arbitrarily value assets to be distributed in kind nor shall it specify assets to be distributed in kind in such a manner as to unreasonably advantage or disadvantage any Shareholder. A Shareholder An Interestholder may refuse to accept a distribution in kind by giving written notice to the Fund Company not later than 30 days after the effective date of the FundCompany's notice of distribution. If a Shareholder an Interestholder refuses distribution in kind, the Fund Company shall retain in the FundCompany's name the portion of the assets which were to be distributed in kind and which were to be allocated to the refusing Shareholder Interestholder (the "Retained Assets") and shall liquidate the Retained Assets in accordance with this Agreement. Upon liquidation of the Retained Assets, the sum realized shall be distributed to the Shareholder Interestholder refusing distribution in kind in full discharge of the FundCompany's obligation to distribute the Retained Assets. In determining the Capital Accounts capital accounts of the ShareholdersInterestholders, a distribution of assets in kind shall be considered a sale of the property distributed so that any unrealized gain or loss with respect to such property shall be deemed to have been realized and allocated among the Shareholders Interestholders in accordance with Article 4.

Distribution in Kind. If Notwithstanding the Fund elects to make distribution in kind provisions of any Section 10.02(b) which require the liquidation of the assets of the FundCompany, it shall give notice but subject to the order of priorities set forth in Section 10.02(b), if upon dissolution of the Company the Board of Managers determines that an immediate sale of part or all of the Company's assets would be impractical or could cause undue loss to the Class A Members, the Board of Managers may, in its election sole discretion, defer the liquidation of any assets except those necessary to each Shareholdersatisfy the Company's obligations set forth in Sections 10.02(b)(i),(ii) and (iii) above, specifying and may, in its absolute discretion, Distribute to the nature holders of the Class A Membership Interests, in lieu of cash, as tenants in common and value in accordance with the provisions of all Section 10.02(b), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such Distribution in kind will be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such Distribution, the Fair Market Value of any property to be distributed shall be that value agreed to by a Majority in kindVoting Interest of Class A Membership Interests and a majority of the Board of Managers, provided, however, that, if such parties cannot mutually agree upon the fair market value of such property, then each shall appoint an appraiser to determine the fair market value of such property. If the two (2) appraisers agree upon the fair market value of such property, they shall jointly render a single written report of their opinion thereon. If the two (2) appraisers cannot agree upon the fair market value of such property, they shall each render a separate written report and shall together appoint a third appraiser, who or which shall appraise such property, and shall render a written report of its opinion thereon. All appraisers appointed shall be qualified by experience and ability to appraise the type of property being contributed; and the fees and other costs of any appraiser shall be borne by the Company. The agreed appraised value or the appraised value contained in the aforesaid joint written report or written report of the third appraiser (as the case may be) shall be used to value Distributions pursuant to this Section 10.02(c); provided, however, that, if the fair market value contained in the appraisal report of the third appraiser is more than the higher of the first two (2) appraisals, the deadline for giving notice higher of refusal to accept a distribution the first two (2) appraisals shall govern; and provided, further, that if the fair market value contained in kind and to the extent advisableappraisal report of the third appraiser is less than the lower of the first two (2) appraisals, the estimated time necessary for the Fund to liquidate assets if those assets are not distributed and other information as required. In making such election, the Fund shall not arbitrarily value assets to be distributed in kind nor shall it specify assets to be distributed in kind in such a manner as to unreasonably advantage or disadvantage any Shareholder. A Shareholder may refuse to accept a distribution in kind by giving written notice to the Fund not later than 30 days after the effective date lower of the Fund's notice of distribution. If a Shareholder refuses distribution in kind, the Fund first two (2) appraisals shall retain in the Fund's name the portion of the assets which were to be distributed in kind and which were to be allocated to the refusing Shareholder (the "Retained Assets") and shall liquidate the Retained Assets in accordance with this Agreement. Upon liquidation of the Retained Assets, the sum realized shall be distributed to the Shareholder refusing distribution in kind in full discharge of the Fund's obligation to distribute the Retained Assets. In determining the Capital Accounts of the Shareholders, a distribution of assets in kind shall be considered a sale of the property distributed so that any unrealized gain or loss with respect to such property shall be deemed to have been realized and allocated among the Shareholders in accordance with Article 4govern.