Common use of Allocations Upon Final Liquidation Clause in Contracts

Allocations Upon Final Liquidation. All Net Profits or Net Loss (or individual items of either) recognized in the year of the final liquidation of the Company in accordance with Article 12 shall be allocated to the Members in such amounts and priorities that the Adjusted Capital Accounts of the Members shall, as closely as possible, equal the respective amounts that would be distributed to the Members in their capacities as such in connection with such liquidation if distributions upon final liquidation were to be made in accordance with Section 4.2.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Hard Rock Hotel Holdings, LLC), Limited Liability Company Agreement (Hard Rock Hotel Holdings, LLC)

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Allocations Upon Final Liquidation. All Notwithstanding Section 7.2, but subject to Section 7.4, all Net Profits Income or Net Loss (or individual items of either) recognized in the year of the final liquidation of in which the Company in accordance with Article 12 is liquidated shall be allocated to the Members in such amounts and priorities that a manner so that, to the Adjusted extent possible, the ending Capital Accounts Account balances of each of the Members shall, as closely as possible, increased by such Member's share of Company Minimum Gain and Member Minimum Gain shall be equal to the respective amounts amount of distributions that each such Member would be distributed entitled to receive upon the Members in their capacities as such in connection with such liquidation if distributions upon final liquidation were of the Company pursuant to be made in accordance with Section 4.211.3.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Commonwealth Energy Corp), Limited Liability Company Agreement (Commonwealth Energy Corp)

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