Common use of Liquidation Allocations Clause in Contracts

Liquidation Allocations. It is intended that immediately before any distribution in liquidation to the Members pursuant to Section 14.5 of the Agreement, each Member's Capital Account balance shall, when divided by the sum of all Capital Account balances, yields a percentage equal to such Member's Percentage Interest.. This intended Capital Account balance for a Member is referred to as such Member's "TARGETED CAPITAL ACCOUNT Balance." Notwithstanding anything to the contrary in this Exhibit D, if upon a termination and liquidation of the Company, any Member's ending Capital Account balance, determined without regard to this Paragraph 1.4(i), immediately before the distributions to be made pursuant to Section 14.5 of the Agreement, would differ from its Targeted Capital Account Balance, then the Members shall be specially allocated items of income, gain, loss and deduction (including items of gross income and deduction) for Capital Account purposes for such year in such manner so as to minimize the differences between each Member's ending Capital Account balance and its Targeted Capital Account Balance.