Common use of Form of Liquidating Distributions Clause in Contracts

Form of Liquidating Distributions. Except as provided in this Section 12.9, for purposes of making distributions required by Section 12.2, the Liquidator may determine whether to distribute all or any portion of the Property in kind or to sell all or any portion of the Property and distribute the proceeds therefrom; provided that, if permitted by the Act and other applicable law and unless the Class A Member and the Managing Member otherwise consent, the APC Note shall be distributed to the Class A Member in liquidation of the Class A Member’s Interest. If the Capital Account balance of the Class A Member exceeds the Gross Asset Value of the APC Note, the Company shall also distribute cash in an amount equal to such excess as part of the liquidation distribution. The Liquidator shall not distribute Property other than cash to a Class A Member without its consent, and the Liquidator shall be required to reduce the Property to cash to the extent necessary to make distributions to a Class A Member pursuant to Section 12.2 in cash. If the Gross Asset Value of the APC Note exceeds such Capital Account balance, the Class A Member will be required to contribute cash equal to such excess to the Company.