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4.3.8. Unrealized Receivables. If an Interest Holder's Interest is reduced <br /> (provided the reduction does not result in a complete termination of the Interest Holder's <br /> Interest), the Interest Holder's share of the Company's "unrealized receivables" and <br /> "substantially appreciated inventory" (within the meaning of Code Section 751) shall not be <br /> reduced, so that, notwithstanding any other provision of this Agreement to the contrary, that <br /> portion of the Profit otherwise allocable upon a liquidation or dissolution of the Company <br /> pursuant to Section 4.4 hereof which is taxable as ordinary income (recaptured) for federal <br /> income tax purposes shall, to the extent possible without increasing the total gain to the <br /> Company or to any Interest Holder, be specially allocated among the Interest Holders in <br /> proportion to the deductions (or basis reductions treated as deductions) giving rise to such <br /> recapture. Any questions as to the aforesaid allocation of ordinary income (recapture), to the <br /> extent such questions cannot be resolved in the manner specified above, shall be resolved by the <br /> General Manager. <br /> 4.3.9. Withholding. All amounts required to be withheld pursuant to Code Section <br /> 1446 or any other provision of federal, state, or local tax law shall be treated as amounts actually <br /> distributed to the affected Interest Holders for all purposes under this Agreement. <br /> 4.4. Liquidation and Dissolution. <br /> 4.4.1. If the Company is liquidated, the assets of the Company shall be distributed <br /> to the Interest Holders in accordance with the balances in their respective Capital Accounts, after <br /> taking into account the allocations of Profit or Loss pursuant to Sections 4.1 or 4.2, if any, and <br /> distributions, if any, of cash or property, if any, pursuant to Sections 4.1 and 4.2.3. <br /> 4.4.2. No Interest Holder shall be obligated to restore a Negative Capital Account. <br /> 4.5. General. <br /> 4.5.1. Except as otherwise provided in this Agreement, the timing and amount of <br /> all distributions shall be determined by the General Manager. <br /> 4.5.2. If any assets of the Company are distributed in kind to the Interest Holders, <br /> those assets shall be valued on the basis of their fair market value, and any Interest Holder <br /> entitled to any interest in those assets shall receive that interest as a tenant-in-common with all <br /> other Interest Holders so entitled. Unless the Members otherwise agree, the fair market value of <br /> the assets shall be determined by an independent appraiser who shall be selected by the General <br /> Manager. The Profit or Loss for each unsold asset shall be determined as if the asset had been <br /> sold at its fair market value, and the Profit or Loss shall be allocated as provided in Section 4.2 <br /> and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to <br /> the distribution of the assets in liquidation pursuant to Section 4.4. <br /> 4.5.3. All Profit and Loss shall be allocated, and all distributions shall be made to <br /> the Persons shown on the records of the Company to have been Interest Holders as of the last day <br /> of the taxable year for which the allocation or distribution is to be made. Notwithstanding the <br /> foregoing, unless the Company's taxable year is separated into segments, if there is a Transfer or <br /> i( 69 <br />