(ii) second, distribute in kind any other assets, if any, which the manager determines are to be distributed to equity owners.
(5) if any assets of the company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by an independent appraiser selected by the manager, or by
agreement of the members holding not less than 90 percent of the voting interests. such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the capital accounts of the equity owners shall be adjusted pursuant to the provisions of article 9 and section 8.3 of this agreement to reflect such deemed sale; and
(6) the positive balance (if any) of each equity owner's capital account (as determined after taking into account all capital account adjustments for the company's fiscal year during which the liquidation occurs) shall be distributed to the equity owners, either in cash or in kind, as determined by the manager, with any assets distributed in kind being valued for this purpose at their fair market value. any such distributions to the equity owners in respect of their capital accounts shall be made in accordance with the time requirements set forth in section 1.7041(b)(2)(ii)(b)(2) of the regulations.
(7) any intellectual property rights of a member or its affiliates immediately prior to dissolution or termination of the company ('member ip') shall be retained by the member and any licenses or other rights granted to the company with respect to such member ip shall terminate at the time the company is terminated or dissolved.
(c) upon dissolution of the company, other than a dissolution which is caused by a reorganization, fff shall, at fff's option, have the first right to require the company to transfer solely to fff (or its designee) any or all intellectual property rights of the company (other than member ip, which shall be governed exclusively by subsection (b)(7) above) in consideration either for the payment by fff to the company of an amount of cash equal to the fair market value of such intellectual property rights (determined by a mutual agreement of the members or if they cannot agree, by independent appraisal) or for a reduction in fff's capital account in an amount equal to such fair market value. if fff does not exercise its right to acquire any intellectual property rights of the company, then each initial member shall receive an undivided onehalf interest in such intellectual property rights as set forth in subsection (b)(4)(i) above. the cost of any appraisal(s) shall be borne by the company.