Common use of Hypothetical Liquidation Clause in Contracts

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year, shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year, (y) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Values of the assets securing such liability), and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 9.03 over (ii) the sum of (x) the amount, if any, which such Member is obligated to contribute to the capital of the Company, (y) such Member’s share of the Company Minimum Gain determined pursuant to Regulations Section 1.704-2(g), and (z) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5), all computed immediately prior to the hypothetical sale described in Section 6.02(a)(i).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year, Year shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the excess (which may be negative) ofpositive or negative difference between: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year, ; (y) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Values Value of the assets securing such liability), ; and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 9.03 over10.04, and (ii) the sum of (x) the amount, if any, which that such Member is obligated to contribute to the capital of the Company, ; (y) such Member’s 's share of the Company Minimum Gain determined pursuant to Regulations Section 1.704-2(g), ) of the Regulations; and (z) such Member’s 's share of Member Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5)) of the Regulations, all computed immediately prior to the hypothetical sale described in Section 6.02(a)(i7.02(a)(i).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year, Year shall be allocated among the Persons who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the excess (which may be negative) ofpositive or negative difference between: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year, ; (y) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability, to the Gross Asset Values Value of the assets securing such liability), ; and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 9.03 over10.04, and (ii) the sum of (x) the amount, if any, which that such Member is obligated to contribute to the capital of the Company, ; (y) such Member’s share of the Company Minimum Gain determined pursuant to Regulations Section 1.704-2(g), ) of the Regulations; and (z) such Member’s share of Member Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5)) of the Regulations, all computed immediately prior to the hypothetical sale described in Section 6.02(a)(i7.02(a)(i).

Hypothetical Liquidation. The items of income, expense, gain and loss of the Company comprising Net Income or Net Loss for a Fiscal Year, Year shall be allocated among the Persons who which were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of such Fiscal Year to equal the excess (which may be negative) of: (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on the last day of the Fiscal Year, (xw) all Company assets, including cash, were sold for cash equal to their Gross Asset Carrying Values, taking into account any adjustments thereto for such Fiscal Year, (yx) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liabilitynonrecourse liability, to the Gross Asset Values Carrying Value of the assets securing such liability), ) and (zy) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 9.03 over11.2 hereof. (ii) the sum of (x) the amount, if any, which such Member is obligated to contribute to the capital of the Company, (y) such Member’s 's share of the Company Minimum Gain determined pursuant to Regulations Section 1.704-2(g), and (z) such Member’s 's share of Member Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section 1.704-2(i)(5), all computed immediately prior to the hypothetical sale described in Section 6.02(a)(i)8.2.A(i) above.