Cash Distributions Upon Dissolution. Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 8.01, the Board of Directors shall proceed to wind up the affairs of and liquidate the Company and the liquidation proceeds, if any, shall be applied and distributed in the following order of priority:
(a) First, to the payment of debts and liabilities of the Company in the order of priority as provided by law (including any loans or advances that may have been made by the Member to the Company) and the expenses of liquidation;
(b) Second, to the establishment of any reserve which the Board of Directors may deem reasonably necessary for any contingent, conditional or unasserted claims or obligations of the Company; and
(c) Finally, the remaining balance of the liquidation proceeds, if any, to the Member.
Cash Distributions Upon Dissolution. Upon dissolution and winding up of the Company, the Company shall thereafter distribute all Cash for Distribution available for distribution, if any, to the Members in accordance with the provisions of Section 12.3 of this Agreement.
Cash Distributions Upon Dissolution. Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 10.1, the Management Committee shall proceed to wind up the affairs of and liquidate the Company and any cash and proceeds therefrom shall be applied and distributed in the following order of priority:
(a) First, to the payment (or the making of reasonable provision for payment) of debts and liabilities of the Company in the order of priority as provided by law (including any loans or advances that may have been made by any of the Members to the Company) and the expenses of liquidation including the establishment of any Reserves which the Management Committee may reasonably deem necessary for any contingent, conditional or unasserted claims or obligations of the Company. Such Reserves may be paid over by the Company to an escrow agent to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be reasonably deemed advisable by the Management Committee, for distribution of the balance in the manner provided in this Article 10;
(b) Finally, the remaining balance, if any, to the Members in proportion to their respective positive Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods, in accordance with the requirements of Regulation Section 1.704-1(b)(2)(ii)(b)(2).
Cash Distributions Upon Dissolution. Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 9.1, the Managers shall proceed to wind up the affairs of and liquidate the Company, and the Liquidation Proceeds shall be applied and distributed in the following order of priority:
(a) First, to the payment of debts and liabilities of the Company in the order of priority as provided by law (including any loans or advances that may have been made by any of the Members to the Company) and the expenses of liquidation.
(b) Second, to the establishment of any reserve which the Managers may deem reasonably necessary for any contingent, conditional or unasserted claims or obligations of the Company. Such reserve may be paid over by the Managers to an escrow agent to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the Managers, for distribution of the balance in the manner provided in this Article 9.
(c) Third, to the Members pro rata and in proportion to their respective Unreturned Capital Contributions and in an amount equal to their Unreturned Capital Contributions.
(d) Fourth, to the Members pro rata and in proportion to their Equity Account balances in an amount equal to their Equity Account balances.
(e) Finally, the remaining balance of the Liquidation Proceeds, if any, to the Members, pro rata in proportion to their respective Percentage Interests.
Cash Distributions Upon Dissolution. 42 10.4 In-Kind.................................................... 43 10.5
Cash Distributions Upon Dissolution. (a) Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 9.1, the Managing Partner shall proceed to liquidate the Company and the liquidation proceeds shall be applied and distributed in the following order of priority:
(i) First, to the payment of debts and liabilities of the Company in the order of priority as required by law (other than any loans or advances that may have been made by any of the Partners to the Company) and the expenses of liquidation.
(ii) Second, to the establishment of any Reasonable Reserve that the Managing Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company during liquidation. Such Reasonable Reserve may be paid over by the Managing Partner to any attorney at law, or other party acceptable to Partners holding a Majority in Interest, as escrow agent to be held for disbursement in Fourth Amended and ,Restated Operating Agreement of CGCN Group, LLC dated as of January 1, 2018 Schedules, exhibits, charts & graphic materials used to explain every section of this agreement are on pages 36-44 6/27/18 payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the Managing Partner, for distribution of the balance;, in the manner provided in this Article IX (P-25).
(iii) Third, to the repayment in full of any loans of advances other than Capital Contributions that may have been made to the Company by the Partners to the Company, reduced for each Partner by the amount of debts or obligations of the Partner owed to the Company, but if the amount available for such repayment shall be insufficient, then pari passu on account thereof.
(iv) Fourth, to the Partners with positive Capital Accounts pro rata, in accordance with their relative positive Capital Accounts, to return in / full their positive Capital Accounts.
(v) Fifth,pro rata to all Partners, in accordance with their respective CGCN Partner Percentage Interests set forth in Schedule,A-?2(p.38l. or as otherwise specified in this Agreement.
Cash Distributions Upon Dissolution. Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 9.1 hereof, the Board of Directors shall proceed to wind up the affairs of and liquidate the Company. The costs of liquidation shall be borne as a Company expense. If the Board of Directors determines that it would be in the best interest of the Shareholders to distribute any Property to the Shareholders in-kind (which distributions do not, as to the in-kind portions, have to be in the same proportions as they would be if cash were distributed, but all such in-kind distributions shall be taken into account at fair market value as determined by the Board of Directors), then the Board of Directors may either defer liquidation of, and withhold from distribution for a reasonable time, any Property except that which is necessary to satisfy the Company’s debts, Liabilities and obligations, or distribute the Property to the Shareholders in-kind. The Liquidation Proceeds shall be applied and distributed in the following order of priority:
(a) First, to the payment of debts, Liabilities and obligations of the Company in the order of priority as provided by Law (including loans or advances that may have been made by any of the Shareholders to the Company) and the expenses of liquidation.
(b) Second, to the establishment of any reserve that the Board of Directors may deem reasonably necessary for any contingent, conditional or unasserted claims or obligations of the Company. Such reserve may be paid over by the Board of Directors to an escrow agent to be held for disbursement in payment of any of the aforementioned Liabilities and, at the expiration of such period as shall be deemed advisable by the Board of Directors, for distribution of the balance in the manner provided in this Article 9.
(c) Third, to the extent not previously paid under Sections 9.3(a) or 9.3(b), to the Shareholders according to their Common Shares.
Cash Distributions Upon Dissolution. A. Upon the dissolution of the Partnership as a result of the occurrence of any of the events set forth in Section 2.4, the General Partner shall proceed to liquidate the Partnership, and the proceeds of liquidation (the "Proceeds of Liquidation") shall be applied and distributed in the following order of priority:
(i) First, to the payment of debts and liabilities of the Partnership (other than any loans or advances that may have been made by any of the Partners to the Partnership) and the expenses of liquidation.
(ii) Second, to the establishment of any reserve which the General Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such reserve may be paid over by the General Partner to any attorney at law, or other acceptable party, as escrow agent to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the General Partner, for distribution of the balance, in the manner hereinafter provided in this Section.
(iii) Third, to the repayment of any loans or advances that may have been made by the Limited Partners to the Partnership.
(iv) Finally, the balance of any funds then remaining shall be distributed to the Partners in the following order of priority:
(1) To the Limited Partners in an amount equal to any previously undistributed share of the Net Cash Income of the Partnership due the Limited Partner.
(2) To the Limited Partners in proportion to their respective Capital Contributions.
(3) To the General Partner in an amount equal to any loans or advances that have been made by the General Partner to the Partnership.
(4) The balance to the Partners, with each Partner sharing in proportion to his equity interest.
Cash Distributions Upon Dissolution. Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 9.1, the Managers shall proceed to wind up the affairs of and liquidate the Company, and the Liquidation Proceeds shall be applied and distributed in the following order of priority, subject to Section 9.4 below:
(a) First, to the payment of debts and liabilities of the Company in the order of priority as provided by law (including any loans or advances that may have been made by any of the Members to the Company) and the expenses of liquidation.
(b) Second, to the establishment of any reserve which the Managers may deem reasonably necessary for any contingent, conditional or unasserted claims or obligations of the Company. Such reserve may be paid over by the Managers to an escrow agent to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the Managers, for distribution of the balance in the manner provided in this Article 9.
(c) Third, to the Members pro rata and in proportion to their respective Unreturned Capital Contributions and in an amount equal to their Unreturned Capital Contributions.
(d) Fourth, to the Members pro rata and in proportion to their Equity Account balances in an amount equal to their Equity Account balances.
(e) Finally, the remaining balance of the Liquidation Proceeds, if any, to the Members, pro rata in proportion to their respective Percentage Interests.
Cash Distributions Upon Dissolution. Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 9.1 hereof, the Board of Managers shall proceed to wind up the affairs of and liquidate the Company. The costs of liquidation shall be borne as a Company expense. If the Board of Managers determines that it would be in the best interest of the Members to distribute any Property to the Members in-kind (which distributions do not, as to the in-kind portions, have to be in the same proportions as they would be if cash were distributed, but all such in-kind distributions shall be taken into account at fair market value as determined in accordance with Section 4.6), then the Board of Managers may either defer liquidation of, and withhold from distribution for a reasonable time, any Property except that which is necessary to satisfy the Company’s Liabilities or distribute the Property to the Members in-kind. The Liquidation Proceeds shall be applied and distributed in the following order of priority:
(a) First, to the payment of debts, Liabilities and obligations of the Company in the order of priority as provided by Law (including Company Loans or any other loans or advances that may have been made by any of the Members to the Company) and the expenses of liquidation.
(b) Second, to the establishment of any reserve that the Board of Managers may deem reasonably necessary for any contingent, conditional or unasserted claims or obligations of the Company. Such reserve may be paid over by the Board of Managers to an escrow agent to be held for disbursement in payment of any of the aforementioned Liabilities and, at the expiration of such period as shall be deemed advisable by the Board of Managers, for distribution of the balance in the manner provided in this Article 9.
(c) Third, to the extent not previously paid under Section 9.3(a) or (b), in the order of priority set forth in Sections 4.3(a) through 4.3(c).
