Liquidation of Member’s Interest. Upon a liquidation of a Member's Units as defined in Treas. Reg. §1.761-1(d) that is not in connection with liquidation of the Company under Article 9, the liquidation distributions to such Member shall be made in accordance with, and to the extent of, the positive balance in that Member's Capital Account, as determined after taking into account all Capital Account adjustments (other than those pursuant to this Section 5.02) for the Fiscal Year during which such liquidation occurs; provided, however, that this Section 5.02 shall not apply to a purchase or redemption of any Units which is pursuant to Article 3 or any other agreement negotiated at arm's length by persons who at the time such agreement is entered into have materially adverse interests and which does not have as a principal purpose avoidance of the principles of Treas. Reg. §1.704-1(b)(2)(ii)(a).
Appears in 3 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement