Allocations Upon Liquidation Sample Clauses

Allocations Upon Liquidation. Upon the liquidation of the Partnership, including the sale of all or substantially all of the Partnership's assets, income and loss shall be allocated among the Partners to cause the ending Capital Account balance of each Partner to be, as near as reasonably practicable, in proportion to the respective Percentage Interest of each Partner.
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Allocations Upon Liquidation. Notwithstanding anything to the contrary herein, upon a liquidation of the Company, allocations of Net Profit and Net Loss, and if necessary, of gross income and deductions, shall be made so that, after such allocations have been made, the Capital Accounts of the Members will equal as closely as possible the amounts to be distributed to the Members pursuant to Section 10.2(d)(iii), with distributions under Section 10.2(d)(iii)(E) made in proportion to each Member's Percentage Interests.
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Allocations Upon Liquidation. Notwithstanding any provision in this Article VI to the contrary, in the event that the Partnership disposes of all or substantially all of its assets in a transaction that will lead to a liquidation of the Partnership pursuant to Article XII hereof, then any Net Income or Net Loss realized in connection with such transaction and thereafter (and, if necessary, constituent items of income, gain, loss and deduction) shall be specially allocated for the taxable period of such liquidation (and, to the extent permitted by the Code, for the immediately preceding taxable period) among the Partners as required so as to cause liquidating distributions pursuant to Section 12.4 hereof to be made in the same amounts and proportions as would have resulted had such distributions instead been made pursuant to this Article VI.
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Allocations Upon Liquidation. All items of income, gain, loss and deduction in the year in which the Company is liquidated shall be allocated among the Members in such a manner so as to eliminate (to nearest extent possible) any Class B Target Deficit Amounts.
Sample 1
Allocations Upon Liquidation. (i) Except as otherwise provided in this Agreement, Net Profit in connection with the sale of all or substantially all the assets of the Partnership or the liquidation of the Partnership shall be allocated as follows: (A) First, to the Partners having deficit balances in their Capital Accounts to the extent of, and in proportion to, those deficits; (B) Second, so as to cause the ratio of the credit balance in each Partner's Capital Account to the credit balances in all Partners' Capital Accounts to equal such Partner's Percentage Interest; and (C) Thereafter, to all Partners in proportion to their Percentage Interests. (ii) Except as otherwise provided in this Agreement, Net Loss in connection with the sale of all or substantially all the assets of the Partnership or the liquidation of the Partnership shall be allocated to the Partners so as to cause the ratio of the credit balance in each Partner's Capital Account to the credit balances in all Partners' Capital Accounts to equal such Partner's Percentage Interest.
Sample 1
Allocations Upon Liquidation. Gain of the Partnership from a sale or other disposition of all or substantially all of the assets of the Partnership shall be allocated (A) first, to the holders of Partnership Interests of a class or series that is entitled to a preference in distribution (and, within such class or series, pro rata in accordance with their respective Percentage Interests) in an amount necessary to cause the Capital Account balances of such holders to equal the amount payable to such holders upon a liquidation (each a "Liquidation Preference") pursuant to the applicable Partnership Unit Designation for such Partnership Interests (taking into account preferences which may exist among such Preferred Units); (B) second, to the Partners, to the extent of and in proportion to the amounts required to cause the Capital Account balance of the Company in excess of its aggregate Liquidation Preferences and the Capital Account balance of each other Partner to be in proportion to the Percentage Interests of OP Units held by the Company and such other Partners, and (C) thereafter, to the holders of OP Units pro rata in proportion to their respective Percentage Interests.
Sample 1
Allocations Upon Liquidation. Notwithstanding Section 13.2 but subject to Section 5.1(c), the Company’s items of income, gain, loss and deduction realized on or after a Liquidation shall, unless otherwise determined by the Board pursuant to any Preferred Unit Designation, be allocated as follows: (a) If gain is realized upon Liquidation, the gain shall be allocated among the Members in the following manner (and the Capital Accounts of the Member shall be increased by the amount so allocated in each of the following subclauses, in the order listed, before an allocation is made pursuant to the next succeeding subclause): (i) first, to the Members who have a Negative Balance, in proportion to such Negative Balances, until such balances equal zero; (ii) next, pro rata among the Members in accordance with any Net Losses allocated pursuant to Section 13.2(b), until the aggregate amount of Net Profits allocated to each such Member pursuant to Section 13.2(a)(ii), plus the aggregate amount of gain allocated to each such Member pursuant to this Section 13.3(a)(ii), equals the aggregate amount of Net Losses allocated to each such Member for all prior Fiscal Years pursuant to Section 13.2(b); and (iii) thereafter, to all Members, pro rata, in proportion to the Members' holdings of Units for such Fiscal Year. (b) If a loss is realized upon Liquidation, the loss shall, unless otherwise determined by the Board pursuant to any Preferred Unit Designation, be allocated among the Members, pro rata, in proportion to the Members’ holdings of Units for such Fiscal Year.
Sample 1
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Allocations Upon Liquidation. For federal income tax purposes, income (including gain) or loss of the Company resulting from the sale or disposition of all or substantially all of the assets of the Company, or the dissolution of the Company without an election to continue the Company shall be allocated to the Members in proportion to their Interests.
Sample 1
Allocations Upon Liquidation. If the allocations of Net Profits or Net Loss pursuant to Section 4.1 would not result in the Capital Account balance (determined prior to the distribution of proceeds in liquidation) of the Members being in proportion to the amounts which would be distributed to each Member if distributions in liquidation of the Company were made in accordance with the priorities of Article V hereof (the “Target Capital Accounts”), items of income, gain, loss and deduction for the fiscal year in which the Company is liquidated (or, if necessary, the preceding fiscal year) shall be allocated among the Members to the minimum extent required so that following such allocations and the allocations under Sections 4.1, the Capital Accounts of the Members (determined prior to the distribution of proceeds in liquidation) will be in proportion to the Target Capital Accounts.
Sample 1

Related to Allocations Upon Liquidation

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows: (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Member determines to create for unmatured and/or contingent liabilities or obligations of the Company. (b) Second, to the Member.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Winding Up Affairs Upon Termination In the event that this Contract is terminated for any reason, the parties agree that the provisions of this paragraph survive termination: i. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; ii. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the City; iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the City; and iv. Contractor shall preserve, protect and promptly deliver possession to the City of all proprietary information in accordance with paragraph (21). v. In the event that dispute(s) arise during the winding up of affairs upon termination, the parties agree to meet and negotiate in good faith to resolve any such dispute(s).

  • Termination and Liquidation Section 9.01.

  • Payment Over of Proceeds Upon Dissolution, Etc In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Debt of the Company shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of the Company, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions, other than the payment or distribution of stock or securities of the Company referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Securities Payment”), and to that end the holders of Senior Debt of the Company shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities Payment before all Senior Debt of the Company is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt of the Company remaining unpaid, to the extent necessary to pay all Senior Debt of the Company in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the Company. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of the Company to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other disposition such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.

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