Common use of Distribution of Assets Upon Liquidation Clause in Contracts

Distribution of Assets Upon Liquidation. If any liquidation, or deemed liquidation under the Code, of any Subject Company, Flex Holdings or Holding LLC results in taxable gain to Bresnan because the fair market value of the assets distributed exceeds the amount set forth under the heading “Subject Company Base Amount” with respect to such assets on Schedule 1 (such excess, the “Appreciation”), such Liberty Stockholder will use all reasonable commercial efforts to cause that Subject Company to distribute pro rata to each Stockholder of the Subject Company cash or Marketable Securities having a fair market value (as determined under the Code) on the date of liquidation or deemed liquidation equal to 20 percent of the Appreciation.