Common use of Distribution of Proceeds Clause in Contracts

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.02.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Ascend Wellness Holdings, LLC), Limited Liability Company Agreement (Ascend Wellness Holdings, LLC), Operating Agreement (Agrify Corp)

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Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion Liquidator to be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under and pursuant to Section 7.026.02.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Canopy Growth Corp), Limited Liability Company Agreement (Canopy Growth Corp), Limited Liability Company Agreement (Canopy Growth Corp)

Distribution of Proceeds. The Liquidator shall will liquidate the assets of the Company and Distribute distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Lawapplicable law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the reasonable expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board Liquidator in its sole reasonable discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions distributions are made under Section 7.0210.

Appears in 3 contracts

Samples: Operating and Management Agreement (Rocky Mountain High Brands, Inc.), Operating and Management Agreement (Rocky Mountain High Brands, Inc.), Operating and Management Agreement (Rocky Mountain High Brands, Inc.)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable applicable Law: (i) Firstfirst, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Secondsecond, to the establishment of of, and additions to to, reserves that are determined by the Board in its sole discretion Liquidator to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Thirdthird, to the Members in the same manner as Distributions are made under accordance with Section 7.025.1(a)(iii).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TELUS International (Cda) Inc.), Stock Purchase Agreement (TELUS International (Cda) Inc.)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) Firstfirst, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Secondsecond, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Thirdthird, to the Members in the same manner as Distributions distributions are made under Section 7.026.01.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Great Elm Capital Corp.), Limited Liability Company Agreement (Great Elm Capital Corp.)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.02.under

Appears in 1 contract

Samples: Limited Liability Company Agreement

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s 's debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by a Majority in Interest of the Board Members in its their sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.023.02.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Capstone Therapeutics Corp.)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board Manager in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.02.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Defense & National Security Holdings LLC)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s 's debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board Manager in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.02VII.2.

Appears in 1 contract

Samples: Operating Agreement

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board Managing Member in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.02.

Appears in 1 contract

Samples: Equity Incentive Unit Grant Agreement

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law:Law:‌ (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion Manager to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to in accordance with the Members distribution mechanism outlined in the same manner as Distributions are made under Section 7.026.03 of this Agreement.

Appears in 1 contract

Samples: Company Agreement

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.027.01 in accordance with the priorities set forth in Section 7.03.

Appears in 1 contract

Samples: Limited Liability Company Agreement (ATN International, Inc.)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation make a Liquidation Distribution in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board Manager in its his sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.027.2.

Appears in 1 contract

Samples: Limited Liability Company Agreement

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Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s 's debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.02.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ternio, LLC)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s and the Company Subsidiaries’ debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the CompanyCompany or the Company Subsidiaries); (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion Manager to be reasonably necessary for any contingent unforeseen liabilities or obligations of the CompanyCompany and the Company Subsidiaries; and (iii) Third, to the Members in the same manner as Distributions are made under accordance with Section 7.026.01(c).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rayven Properties, LLC)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board Liquidator in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members in the same manner as Distributions are made under Section 7.02.

Appears in 1 contract

Samples: Operating Agreement (Verb Technology Company, Inc.)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) Firstfirst, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Secondsecond, to the establishment of and additions to reserves that are determined by the Board in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; (iii) third, to the Preferred Members in an amount equal to $1.00 for each Preferred Unit; and (iiiiv) Thirdfourth, to the Members other than Preferred Members in the same manner as Distributions are made under Section 7.02.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TWO RIVERS WATER & FARMING Co)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); ; (ii) Second, to the establishment of and additions to reserves that are determined by the Board in its sole discretion Managing Member to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and and (iii) Third, to the Members pro rata in the same manner as Distributions are made under Section 7.02accordance with their Membership Interests.

Appears in 1 contract

Samples: Contribution Agreement

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) Firstfirst, to the payment of all of the Company’s 's debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Secondsecond, to the establishment of and additions to reserves that are determined by the Board in its sole discretion Member Majority to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Thirdthird, to the Members in the same manner as Distributions are made under Section 7.02.

Appears in 1 contract

Samples: Operating Agreement (Csac Acquisition Inc.)

Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (i) First, to the payment of all of the Company’s 's debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company); (ii) Second, to the establishment of and additions to reserves that are determined by the Board Liquidator in its sole discretion to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and (iii) Third, to the Members Members, in the same manner as Distributions are made under and pursuant to Section 7.027.01(a).

Appears in 1 contract

Samples: Operating Agreement

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