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

Distribution of Company Property and Proceeds of Sale Thereof. (a) Subject to the provisions of Section 12.6, 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 Members and Managers 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) to the Members, in accordance with and to the extent of their respective Excess Amounts; and (iv) 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 12.7 shall be made to the Members as soon as practicable but no later than the end of the taxable year in which the termination occurs or, if later, within 90 days after the date of such termination. (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 of each Member in such group.

Distribution of Company Property and Proceeds of Sale Thereof. (a) Subject to the provisions of Section 12.6, upon Upon completion of all desired 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 Managers 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; (iii) all other remaining assets of the Company shall be distributed to the Members, Members in accordance with and to the extent of their respective Excess Amounts; andSection 5.13. (ivb) For purposes of the application of Section 5.12 of this Agreement with respect 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 Section 11.5(a)(iii), valuations shall be determined pursuant to Section 11.6. (c) Except as otherwise provided in Section 11.6, all distributions required under this Section 12.7 11.5 shall be made to the Members as soon as practicable but no later than by the end of the taxable year in which the termination liquidation occurs or, if later, within 90 ninety (90) days after the date of such terminationliquidation. (bd) 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. (a) Subject to the provisions of Section 12.6, upon 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 the Company's liabilities to creditors, including Members and Managers Directors 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 the Company's obligations to Members and former Members to pay past due Company distributions; (iii) to the Members, in accordance with and to the extent of their respective Excess Amounts; and (iv) 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. XI); and (iv) any remaining amounts shall be allocated to the Members in accordance with their respective Percentage Interests. (b) All distributions required under this Section 12.7 11.4 shall be made to the Members as soon as practicable but no later than by the end of the taxable year in which the termination liquidation occurs or, if later, within 90 ninety (90) days after the date of such terminationliquidation. (bc) 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 Membership Interests of each Member in such group.