definiens: means, for each Member at any poin t in time, either ( i ) a positive amount equal to th e net amount, if any, the Member would be entitled to rec eive or ( ii ) a negative amount equal to the net amo unt the Member would be required to pay or contribute to th e Company or to any third party, assuming, in each case, that ( A ) the Company sold all of its assets for an aggregate purchase price equal to their aggregate C arrying Value ( assuming for this purpose only that the Carr ying Value of any asset that secures a liability th at is treated as for purposes of Treasury Regulatio n Section 1.1001 - 2 is no less than the amount of su ch liability that is allocated to such asset in accord ance with Treasury Regulation Section 1.704 - 2(d)(2 ) ) ; ( B ) all liabilities of the Company were paid in accordance with their terms from the amounts specified in clau se ( A ) of this sentence ; ( C ) any Member that was obligated to contribute any amount to the Company pursuant to t his Agreement or otherwise ( including the amount a Memb er would be obligated to pay to any third party pur suant to the terms of any liability or pursuant to any gu aranty, indemnity or similar ancillary agreement or arrangement entered into in connection with any liability of th e Company ) contributed such amount to the Company ; ( D ) all liabilities of the Company that were not completely repaid pursuant to clause ( B ) of this sentence wer e paid in accordance with their terms from the amounts specif ied in clause ( C ) of this sentence ; and ( E ) the bal ance, if any, of any amounts held by the Company was distrib uted in accordance with Section 5.01