GIS » Topics » 13.9 Character of Liquidating Distributions.

This excerpt taken from the GIS 10-Q filed Jan 6, 2005.

        13.9     Character of Liquidating Distributions.

        (a)    All payments made in liquidation of the Membership Interests of a Member in the Company shall be made in exchange for the Membership Interests of such Member in the Company Property pursuant to Code Section 736(b)(1), including the interest of such Member in Company goodwill.


        (b)    For purposes of making distributions required by Section 13.2, the Liquidator may determine whether to distribute all or any portion of the Property in-kind or to sell all or any portion of such assets and distribute the proceeds therefrom; provided that the Liquidator shall not distribute Property other than Cash to a Limited Member without such Limited Member’s consent and the Liquidator shall be required to reduce Property to Cash to the extent necessary to make distributions in Cash to the Limited Member pursuant to Section 13.2.

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