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(a) debts. to the payment of the debts and liabilities of the company (including
any and all fees and loans payable to one or more members) in the order of priority as provided by law, and the expense of liquidation;
(b) reserves. to establish reserves that the managing member (or the trustee -in-liquidation) may deem reasonably necessary for any contingent, foreseen or unforeseen liabilities or obligations of the company; and(c) capital accounts. the remaining balance, if any, shall then be distributed to the members in an amount equal to and in satisfaction of the positive balance of each members capital account on the date of the company*s termination, after giving effect to all capital contributions, distributions, allocations, and all other adjustments to all members* capital account
balances for all periods.section 9.3 - fair market value distributions.
if the assets of the company are to be distributed in kind to the members, the value of such
assets shall be adjusted pursuant to the regulations under code section 704(b) and such assets shall be distributed at their respective fair market values. furthermore, each member*s capital account shall be adjusted to reflect what such member*s capital account would be if the company were to sell all of such assets at their respective fair market values and allocated the profits or losses among the members in accordance with the provisions of the appendix.