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 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.

Appears in 2 contracts

Samples: Operating Agreement (Show Me Ethanol, LLC), Operating Agreement (Show Me Ethanol, LLC)

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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 9.1, the Managers shall proceed to wind up the affairs of and liquidate the Company, 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 MGP 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 PPI, in proportion to their Equity Account balances and in an amount equal to their Equity Account balances.its Unreturned Capital Contributions; and (e) Finally, the remaining balance of the Liquidation Proceeds, if any, to the Members, pro rata in proportion to their respective Percentage Interests. In the event the Company enters into a transaction or series of related transactions for the sale of all or substantially all of the Company's assets to any person or group, the proceeds from such sale shall be distributed in accordance with Section 9.3(a)-(e) above.

Appears in 1 contract

Samples: Operating Agreement (DERMAdoctor, LLC)

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 9.17.1, “Events Causing Dissolution”, the Managers shall proceed to wind up the affairs of and liquidate the Company, 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) VII, “Dissolution and Termination”. Third, pro rata to the Members pro rata and in proportion to their respective Unreturned Capital Contributions and in an amount the amounts equal to their Unreturned then 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.

Appears in 1 contract

Samples: Revocation and Substitution Agreement (CareView Communications Inc)

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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 9.16.1, the Board of Managers shall proceed to wind up the affairs of and liquidate the Company, Company and the Liquidation Proceeds 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 Member to the Company) and the expenses of liquidation. (b) Second, to the establishment of any reserve which 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 9VI. (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 Proceedsliquidation proceeds, if any, to the Members, pro rata in proportion to their respective Percentage InterestsMember.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Arch Development, LLC)

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