Common use of Distribution of Net Proceeds Clause in Contracts

Distribution of Net Proceeds. The Members shall continue to allocate Profits and Losses and distribute Available Cash and Net Capital Transaction Proceeds during the winding-up period in the same manner and the same priorities as provided for in Articles 4 and 5 hereof. The proceeds from the liquidation of LLC Property shall be applied in the following order: 11.4.1 to the payment of creditors (other than to Members on account of their Capital Contributions or Member Loans), in the order of priority as provided by law; 11.4.2 to the establishment of such Reserves that the Administrative Member reasonably deems necessary, appropriate or desirable for any contingent or unforeseen liabilities, debts or obligations of the LLC and its Subsidiaries arising out of or in connection with the LLC operations; and 11.4.3 to the Members in accordance with the positive balance in their respective Capital Accounts, as determined after taking into account all adjustments to Capital Accounts for the LLC’s taxable year during which the liquidation occurs, by the end of such taxable year or, if later, within ninety (90) days after the date of such liquidation, and the distribution provisions in Section 5.1 hereof. For purposes of the application of this Section 11.4.3 and determining Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the LLC will be treated as realized and recognized immediately before the date of the distribution. Where the distribution pursuant to this Section 11.4 consists both of cash (or cash equivalents) and non-cash assets, the cash (or cash equivalents) shall first be distributed, in a descending order, to fully satisfy each category starting with the most preferred category above. In the case of non-cash assets, the distribution values are to be based on the fair market value thereof as determined in good faith by the Administrative Member, and the shortest maturity portion of such non-cash assets (e.g., notes or other indebtedness) shall, to the extent such non-cash assets are readily divisible, be distributed, in a descending order, to fully satisfy each category above, starting with the most preferred category.

Distribution of Net Proceeds. The Members shall continue to allocate Profits divide Net Income and Losses and distribute Available Cash and Net Capital Transaction Proceeds Flow during the winding-up period in the same manner and the same priorities as provided for in Articles 4 and 5 hereofArticle 6. The proceeds from the liquidation of LLC Property shall be applied in the following order: 11.4.1 to 10.4.1 To the payment of creditors (other than to Members on account of their Capital Contributions or Member Loans)creditors, in the order of priority as provided by law, except to Members on account of their contributions; 11.4.2 to 10.4.2 To the establishment payment of such Reserves loans or advances that the Administrative Member reasonably deems necessary, appropriate or desirable for may have been made by any contingent or unforeseen liabilities, debts or obligations of the LLC and its Subsidiaries arising out Members for working capital or other requirements of or in connection with the LLC operations; andCompany; 11.4.3 to 10.4.3 To the Members in accordance with the positive balance balances in their respective Capital Accounts, as determined after taking into account all adjustments to Capital Accounts after adjustments for all allocations of Net Income and Net Loss, until the LLC’s taxable year during which the liquidation occurs, by the end of such taxable year or, if later, within ninety (90) days after the date of such liquidation, and the distribution provisions in Section 5.1 hereof. For purposes of the application of this Section 11.4.3 and determining Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of have been reduced to zero; 10.4.4 To the Members in accordance with their LLC will be treated as realized and recognized immediately before the date of the distribution. Interests Where the distribution pursuant to this Section 11.4 10.4 consists both of cash (or cash equivalents) and non-cash assets, the cash (or cash equivalents) shall first be distributed, in a descending order, to fully satisfy each category starting with the most preferred category above. In the case of non-cash noncash assets, the distribution values are to be based on the fair market value thereof as determined in good faith by the Administrative Memberliquidator, and the shortest maturity portion of such non-cash assets (e.g., notes or other indebtedness) shall, to the extent such non-cash assets are readily divisible, be distributed, in a descending order, to fully satisfy each category above, starting with the most preferred category.. The foregoing notwithstanding, if, after all allocations for the period through dissolution and termination have been made, any Member shall have a negative