Common use of Distribution of Proceeds from Capital Transactions; Liquidation Distributions Clause in Contracts

Distribution of Proceeds from Capital Transactions; Liquidation Distributions. (a) The Net Proceeds of an Interim Capital Transaction shall be distributed to the Members in accordance with the Members' Percentage Interests. (b) The Net Proceeds of a Terminating Capital Transaction and any other remaining assets of the Company to be distributed to the Members in connection with dissolution and liquidation of the Company pursuant to Article VIII, after payment of all debts and liabilities of the Company (including, without limitation, all amounts owing to a Member under this Agreement (other than this Section 4.06) or under any agreement between the Company and a Member entered into by the Member other than in its capacity as a Member in the Company), the payment of expenses of liquidation of the Company, and the establishment of a reasonable reserve (including, without limitation, an amount estimated by the Managing Member to be sufficient to pay any amount reasonably anticipated to be required to be paid pursuant to Section 5.03(a)), shall be distributed to the Members, pro rata, in accordance with their respective Percentage Interests. Distributions pursuant to this Section 4.06(b) shall be made by the end of the Fiscal Year in which such Terminating Capital Transaction occurs or, if later, within ninety (90) days of such Terminating Capital Transaction. (c) Notwithstanding any provision in this Section 4.06 to the contrary, in the event that the Net Proceeds of the Terminating Capital Transaction are to be paid to the Company in more than one installment, each such installment (including any interest thereon) shall be allocated among the Members in accordance with their respective "Installment Percentages". The "Installment Percentage" of each Member shall be (i) the aggregate amount of cash that would have been distributed to that Member under this Section 4.06 had the Net Proceeds of the Terminating Capital Transaction been paid in one lump sum divided by (ii) the total Net Proceeds that would have been distributed to all of the Members under that Section.

Distribution of Proceeds from Capital Transactions; Liquidation Distributions. (a) The Net Proceeds of an Interim Capital Transaction shall be distributed to the Members Partners as follows and in the following order of priority: (i) First: to the extent of and in proportion to their respective Unrecovered Capital; and (ii) Second: the balance, if any, shall be distributed in accordance with the Members' Partners’ Percentage Interests. (b) The Net Proceeds of a Terminating Capital Transaction and any other remaining assets of the Company Partnership to be distributed to the Members Partners in connection with dissolution and liquidation of the Company Partnership pursuant to Article VIIISection 12, after payment of all debts and liabilities of the Company Partnership (including, without limitation, all amounts owing to a Member Partner under this Agreement (other than this Section 4.066) or under any agreement between the Company Partnership and a Member Partner entered into by the Member Partner other than in its capacity as a Member Partner in the CompanyPartnership), the payment of expenses of liquidation of the CompanyPartnership, and the establishment of a reasonable reserve (including, without limitation, an amount estimated by the Managing Member General Partner to be sufficient to pay any amount reasonably anticipated to be required to be paid pursuant to Section 5.03(a)7.7), shall be distributed to the MembersPartners first, pro rata, in proportion to the positive balances, if any, in their respective Capital Accounts and, second, the balance of the Net Proceeds of the Terminating Capital Transaction and the remaining Partnership Assets, if any, shall be distributed to the Partners, pro rata, in accordance with their respective Percentage Interests. Distributions pursuant to this Section 4.06(b) shall be made by the end of the Fiscal Year in which such Terminating Capital Transaction occurs or, if later, within ninety (90) days of such Terminating Capital Transaction. (c) Notwithstanding any provision in this Section 4.06 6.6 to the contrary, in the event that the Net Proceeds of the Terminating Capital Transaction are to be paid to the Company Partnership in more than one installment, each such installment (including any interest thereon) shall be allocated among the Members Partners in accordance with their respective "“Installment Percentages"”. The "“Installment Percentage" ” of each Member Partner shall be (i) the aggregate amount of cash that would have been distributed to that Member Partner under this Section 4.06 6.6 had the Net Proceeds of the Terminating Capital Transaction been paid in one lump sum divided by (ii) the total Net Proceeds that would have been distributed to all of the Members Partners under that Section.

Distribution of Proceeds from Capital Transactions; Liquidation Distributions. (a) The Net Proceeds of an Interim Capital Transaction shall be distributed to the Members Partners in accordance with the MembersPartners' Percentage Interests. (b) The Net Proceeds of a Terminating Capital Transaction and any other remaining assets of the Company Partnership to be distributed to the Members Partners in connection with dissolution and liquidation of the Company Partnership pursuant to Article VIIISection 11, after payment of all debts and liabilities of the Company Partnership (including, without limitation, all amounts owing to a Member Partner under this Agreement (other than this Section 4.060) or under any agreement between the Company Partnership and a Member Partner entered into by the Member Partner other than in its capacity as a Member Partner in the CompanyPartnership), the payment of expenses of liquidation of the CompanyPartnership, and the establishment of a reasonable reserve (including, without limitation, an amount estimated by the Managing Member General Partner to be sufficient to pay any amount reasonably anticipated to be required to be paid pursuant to Section 5.03(a)7.9), shall be distributed to the MembersPartners, pro rata, in accordance with their respective Percentage Interests. Distributions pursuant to this Section 4.06(b6.6(b) shall be made by the end of the Fiscal Year in which such Terminating Capital Transaction occurs or, if later, within ninety (90) days of such Terminating Capital Transaction. (c) Notwithstanding any provision in this Section 4.06 6.6 to the contrary, in the event that the Net Proceeds of the Terminating Capital Transaction are to be paid to the Company Partnership in more than one installment, each such installment (including any interest thereon) shall be allocated among the Members Partners in accordance with their respective "Installment Percentages". The "Installment Percentage" of each Member Partner shall be (i) the aggregate amount of cash that would have been distributed to that Member Partner under this Section 4.06 6.6 had the Net Proceeds of the Terminating Capital Transaction been paid in one lump sum divided by (ii) the total Net Proceeds that would have been distributed to all of the Members Partners under that Section.