Common use of Distribution of Company Property and Proceeds of Sale Thereof Clause in Contracts

Distribution of Company Property and Proceeds of Sale Thereof. 12.4.1. Upon completion of all sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves; (ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and (iii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII. All distributions required under this Section 12.4.1 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation. 12.4.2. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

Distribution of Company Property and Proceeds of Sale Thereof. 12.4.1. (a) Upon completion of all desired sales of Company Property, and after payment of all selling costs and expenses, the Liquidator Liquidating Trustee shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves; (ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; (iii) pro rata among the Members who have made Capital Contributions to the extent of their Capital Contributions; and (iiiiv) to the Members, Members pro rata in accordance with their positive Capital Account balances, taking into account all Capital Account adjustments for the positive balances Fiscal Period in their respective Capital Accounts determined after allocating all items for all periods prior which the liquidation occurs and any distributions to and including the date of distribution, including items relating to sales and distributions such Member pursuant to this Article XIISection 9.4(a)(iii). All distributions required under this Section 12.4.1 9.4 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation. 12.4.2. (b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Capital Account balances or Interests of each Member in such group.

Distribution of Company Property and Proceeds of Sale Thereof. 12.4.1. (a) Upon completion of all desired sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority: (i1) to satisfy Company liabilities to creditors, including Members Members, Managers, officers and employees who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves; (ii2) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and (iii3) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XIIXI. All distributions required under this Section 12.4.1 11.4 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation. 12.4.2. (b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Capital Account balances or Membership Interests of each Member in such group.

Distribution of Company Property and Proceeds of Sale Thereof. 12.4.1. (a) Upon completion of all desired sales of Company Propertythe Company's property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property property that is to be distributed in kind, to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors, including Members who are creditors, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves; (ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and (iii) then, to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XIIAccounts. All distributions required under this Section 12.4.1 12.4 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation. 12.4.2. (b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Membership Interests of each Member in such group.

Distribution of Company Property and Proceeds of Sale Thereof. 12.4.1. (a) Upon completion of all sales of Company PropertyProperty to provide for liabilities of the Company, and after payment of all selling costs and expensesexpenses (the “Liquidation Completion Date”), the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors, including Members and Directors who are creditors, to the extent otherwise permitted by law Requirements of Law (other than for past due Company distributions), whether by payment or establishment of reserves; (ii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and; (iii) all other remaining assets of the Company shall be distributed to the Members, Members in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XII. Section 5.13. (b) All distributions required under this Section 12.4.1 11.4 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 ninety (90) days after the date of such liquidation. 12.4.2. (c) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Capital Account balances or Membership Interests of each Member in such group.

Distribution of Company Property and Proceeds of Sale Thereof. 12.4.1. (a) Upon completion of all desired sales of Company Property, and after payment of all selling costs and expenses, the Liquidator shall distribute the proceeds of such sales, and any Company Property that is to be distributed in kind, to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors, including other than Members and Managers who are creditors, to the extent otherwise permitted by law, whether by payment or establishment of reserves; (ii) to satisfy Company liabilities to creditors that are Members and Managers, to the extent otherwise permitted by law (other than for past due Company distributions), whether by payment or establishment of reserves; (iiiii) to satisfy Company obligations to Members and former Members to pay past due Company distributions; and (iiiiv) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution, including items relating to sales and distributions pursuant to this Article XIIPercentage Interests. All distributions required under this Section 12.4.1 14.4 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days [***] after the date of such liquidation. 12.4.2. (b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be ACTIVE/107611452.20 distributed in proportion to the amounts owed to each creditor or the respective Membership Percentage Interests of each Member in such group.