Common use of Cash Distributions Upon Dissolution Clause in Contracts

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).

Appears in 4 contracts

Samples: Operating Agreement (Greenmarine Acquisition Corp), Operating Agreement (Chiles Magellan LLC), Operating Agreement (Duberstein Gary K)

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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 1.704-1.704- 1(b)(2)(ii)(b)(2).

Appears in 2 contracts

Samples: Operating Agreement (Seacor Smit Inc), Operating Agreement (Seacor Smit Inc)

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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 10.1Subsection 7.1, the Management Committee Manager(s) shall proceed to wind up the affairs of and liquidate the Company and any cash and the liquidation proceeds therefrom shall be applied and distributed in the following order of priority: (ai) 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 other than any loans or advances that may have been made by any of the Members Member to the Company) and the expenses of liquidation including liquidation. (ii) Second, to the establishment of any Reserves which reserve that the Management Committee Manager(s) may deem reasonably deem necessary for any contingent, conditional contingent or unasserted claims unforeseen liabilities or obligations of the Company. Such Reserves reserve may be paid over by the Company Manager(s) to an any attorney at law, or other party acceptable to the Member, 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 reasonably deemed advisable by the Management CommitteeManager(s), for distribution of the balance balance, in the manner hereafter provided in this Article 10;Section VII. (biii) Finally, the remaining balance, if anyThird, to the Members in proportion repayment of any loans or advances that may have been made by the Member to their respective positive Capital Accountsthe Company, after giving effect but if the amount available for such repayment shall be insufficient, then pro rata on account thereof. (iv) Fourth, 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)Member.

Appears in 1 contract

Samples: Operating Agreement (Gta-Ib, LLC)

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