Distribution of Assets Upon Winding Up. Upon the winding up of the Company, the assets shall be distributed as follows: (a) to creditors, including the Member should it be a creditor, in satisfaction of liabilities of the Company other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member; and (b) the remainder, if any, to the Member.
Distribution of Assets Upon Winding Up. Upon the winding-up of the Company, the assets will be distributed as follows:
(a) to the payment of expenses of the liquidation;
(b) to the payment of debts and liabilities of the Company, including debts and liabilities owed to Members (other than liabilities for distributions to Members and former members under Section 18-601 or Section 18-604 of the Act) to the extent permitted by applicable law, in order of priority as provided by applicable law;
(c) to the setting up of any reserves that the Manager or the liquidating trustee, as the case may be, determines are reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or the Members;
(d) to the payment of debts and liabilities of the Company owed to Members to the extent not paid under Section 12.2(b); and
(e) to the Members in accordance with their positive Capital Account balances after giving effect to the allocations provided in Article IX for such year.
Distribution of Assets Upon Winding Up. The assets of the Company shall be distributed as follows:
(a) to creditors, including the Member or Managers who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to the Member under Section 18-601 or 18-604 of the Delaware Act.
(b) to the Member in satisfaction of liabilities for distributions under Section 18-601 or 18-604 of the Delaware Act; and
(c) to the Member.
Distribution of Assets Upon Winding Up. Upon the winding up of the affairs of the Company, the assets and properties of the Company shall be distributed as follows:
(i) first, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company, whether by payment or by establishment of adequate reserves, other than liabilities for distributions to Members under the LLC Law, then;
(ii) next, to Members and former Members in satisfaction of liabilities for distributions under the LLC Law;
(iii) next, all remaining properties, shall be distributed to each of the Members in kind in accordance with their respective Interests in the Company, including any existing producing properties and undeveloped leases on the Welder Lands and related areas of mutual interest. For purposes of determining the amounts distributed to the Members in accordance with this Section and the amount of any property to be distributed to the Members pursuant to clause 11.3(iii), the Company shall engage an engineering consultant acceptable to both Members to determine the fair market value of any properties and interests in properties distributed or to be distributed to the Members.
Distribution of Assets Upon Winding Up. Upon the winding up of the Company, the assets shall be distributed as follows: -------------------------------------------------------------------------------- ORNI 1, LLC Agreement
a. To creditors, including the Member should it be a creditor, in satisfaction of liabilities of the Company other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member; and
b. The remainder, if any, shall go to the Members in proportion to the number of Units owned by each.
Distribution of Assets Upon Winding Up. In settling the accounts of the Company after its winding up, the assets of the Company shall be applied and distributed in the following order of priority:
(a) First, to the extent otherwise permitted by law, and in accordance with the priorities, if any, established by applicable law, to creditors in satisfaction of liabilities of the Company, including liabilities of the Company to Members who are creditors (other than for distributions and Capital Contributions), whether by payment or establishment of reserves; provided, however, that if the property and assets of the Company are not sufficient to satisfy or discharge all of the Company's liabilities and obligations, the Company shall apply its property and assets so far as they will go to the just and equitable payment of its liabilities and obligations;
(b) Second, to the Members, amounts due and unpaid with respect to distributions to which such Members have previously become entitled;
(c) Third, an amount equal to the then remaining positive balances, if any, in the Capital Accounts of the Members shall be distributed to the Members in proportion to the amounts of such positive balances; and
(d) Fourth, any remaining amount shall be distributed to and among the Members pro rata in accordance with their respective Membership Interests.
Distribution of Assets Upon Winding Up. Upon the winding up of the affairs of the Company, the assets and properties of the Company shall be distributed as follows:
(i) first, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company, whether by payment or by establishment of adequate reserves, other than liabilities for distributions to Members under the LLC Law, then; (ii) next, to Members and former Members in satisfaction of liabilities for distributions under the LLC Law; (iii) next, all remaining properties, shall be distributed to each of the Members in kind in accordance with their respective Interests in the Company, including any existing producing properties and undeveloped leases on the Welder Lands and related areas of mutual interest . For purposes of determining the amounts distributed to the Members in accordance with this Section and the amount of any property to be distributed to the Members pursuant to clause 11.3(iii), the Company shall engage an engineering consultant acceptable to both Members to determine the fair market value of any properties and interests in properties distributed or to be distributed to the Members.
Distribution of Assets Upon Winding Up. On the dissolution of the Company, the Company shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Managers who have not wrongfully dissolved the Company, or, if there is no such Manager, the Members, shall wind up the affairs of the Company. The Delegates winding up the affairs of the Company shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company shall be distributed or applied in the following order:
(a) To pay the expenses of liquidation.
(b) To the establishment of reasonable reserves by the Delegates for contingent liabilities or obligations of the Company. Upon the Delegate's determination that such reserves are no longer necessary, said reserves shall be distributed as provided in this Section.
(c) To repay outstanding loans to Members. If there are insufficient funds to pay such loans in full, each Member shall be repaid in the ratio that the Member's loan, together with interest accrued and unpaid thereon, bears to the total of all such loans from Members, including all interest accrued and unpaid thereon. Such repayment shall first be credited to unpaid principal and the remainder shall be credited to accrued and unpaid interest.
(d) Among the Members with Positive Capital Account Balances. Each Member shall look solely to the assets of the Company for the return of the Member's investment, and if the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the investment of each Member, such Member shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.
Distribution of Assets Upon Winding Up. Upon the winding up of the Company, the assets shall be distributed as required by the Washington Act.
Distribution of Assets Upon Winding Up. The Liquidator shall apply the proceeds of the liquidation referred to in Section 8.2 and any remaining Partnership assets, and shall distribute any such proceeds and assets, as follows and in the following order of priority:
(a) first, to (i) creditors of the Partnership (other than Partners) in satisfaction of the debts and liabilities of the Partnership, whether by payment thereof or the making of reasonable provision for payment thereof (other than any loans or advances that may have been made by any of the Partners to the Partnership), (ii) the expenses of liquidation, whether by payment thereof or the making of reasonable provision for payment thereof, and (iii) the establishment of any reasonable reserves (which may be funded by a liquidating trust) to be established by the Liquidator in amounts determined by it to be necessary for the payment of the Partnership’s expenses, liabilities and other obligations (whether fixed or contingent);
(b) second, to the Partners, if any, that made loans or advances to the Partnership in satisfaction of such loans and advances, whether by payment thereof or the making of reasonable provision for payment thereof; and
(c) thereafter, to the Limited Partners in accordance with Section 6.7. Distributions pursuant to this Section 8.3 may be made to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying contingent or unforeseen liabilities or obligations of the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, subject to the approval of the Liquidator, in the same proportions as the amounts distributed to the trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.
