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

Distribution of Property and Proceeds of Sale Thereof. (a) Within thirty (30) calendar days following completion of the statement referred to in Section 11.5, the Liquidating Trustee shall, in accordance with Section 18-804(a) of the Act, distribute the assets of the Company in the following order of priority: (i) to pay or make reasonable provision for the payment of the debts, liabilities and obligations to creditors (including the compensation payable to the Liquidating Trustee and other costs and expenses associated with the dissolution and winding up of the business and affairs of the Company), including, to the extent permitted by applicable law, Members, Assignees and former Members and Assignees who are creditors (other than liabilities for distributions to Members, Assignees and former Members and Assignees under Sections 18-601 or 18-604 of the Act); (ii) to pay or make reasonable provision for the payment of the debts, liabilities and obligations to creditors who are Members, Assignees or former Members or Assignees (other than liabilities for distributions to Members, Assignees and former Members and Assignees under Sections 18-601 or 18-604 of the Act), to the extent not paid or provided for pursuant to Section 11.6(a)(i); (iii) to satisfy liabilities to Members, Assignees and former Members and Assignees for distributions under Sections 18-601 or 18-604 of the Act; and (iv) to the Class A Members and Class B Members in accordance with Section 6.1. (b) Pursuant to the provisions of Section 18-804(b) of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims.

Distribution of Property and Proceeds of Sale Thereof. (a) Within thirty (30) calendar days following completion of the statement referred to in Section 11.5, the Liquidating Trustee shall, in accordance with Section 18-804(a) of the Act, distribute the assets of the Company in the following order of priority: (i) to pay or make reasonable provision for the payment of the debts, liabilities and obligations of the Company to creditors (including the compensation payable to the Liquidating Trustee and other costs and expenses associated with the dissolution and winding up of the business and affairs of the Company), including, to the extent permitted by applicable law, Members, Assignees and former Members and Assignees who are creditors of the Company (other than liabilities for distributions to Members, Assignees and former Members and Assignees under Sections 18-601 or 18-604 of the Act); (ii) to pay or make reasonable provision for the payment of the debts, liabilities and obligations the Company to creditors who are Members, Assignees or former Members or Assignees (other than liabilities for distributions to Members, Assignees and former Members and Assignees of the Company under Sections 18-601 or 18-604 of the Act), to the extent not paid or provided for pursuant to Section 11.6(a)(i); (iii) to satisfy liabilities of the Company to Members, Assignees and former Members and Assignees for distributions under Sections 18-601 or 18-604 of the Act; and (iv) to the Class A Members and Class B Members Assignees, in accordance with Section section 6.1. (b) Pursuant to the provisions of Section 18-804(b) of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims. (c) Amounts in reserves established by the Liquidating Trustee pursuant to Section 18-804 of the Act shall be paid to creditors as set forth in Sections 11.6(a)(i) and (ii). Any amounts remaining in such reserves after such payments shall be paid as provided in Sections 11.6(a)(iii) and (iv).

Distribution of Property and Proceeds of Sale Thereof. (a) Within thirty (30) calendar days following completion of the statement referred to in Section 11.5, the Liquidating Trustee shall, in accordance with Section 18-804(a) of the Act, distribute the assets of the Company in the following order of priority: (i) to pay or make reasonable provision for the payment of the debts, liabilities and obligations to creditors (including the compensation payable to the Liquidating Trustee and other costs and expenses associated with the dissolution and winding up of the business and affairs of the Company), including, to the extent permitted by applicable law, Members, Assignees and former Members and Assignees who are creditors (other than liabilities for distributions to Members, Assignees and former Members and Assignees under Sections 18-601 or 18-604 of the Act); (ii) to pay or make reasonable provision for the payment of the debts, liabilities and obligations to creditors who are Members, Assignees or former Members or Assignees (other than liabilities for distributions to Members, Assignees and former Members and Assignees under Sections 18-601 or 18-604 of the Act), to the extent not paid or provided for pursuant to Section 11.6(a)(i); (iii) to satisfy liabilities to Members, Assignees and former Members and Assignees for distributions under Sections 18-601 or 18-604 of the Act; and (iv) to the Class A Members and Class B Members in accordance with Section 6.1. (b) Pursuant to the provisions of Section 18-804(b) of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims.

Distribution of Property and Proceeds of Sale Thereof. (a) Within thirty (30) calendar days following Upon completion of all desired sales, retirements, and other dispositions of Partnership Property on behalf of the statement referred to in Section 11.5Partnership, the Liquidating Trustee Liquidator shall, in accordance with the provisions of Section 1817-804(a) of the Delaware Act, distribute the assets proceeds of the Company such sales, retirements, and dispositions, and any Partnership Property that is to be distributed in kind, in the following order of priority: (i) to pay or make reasonable provision for the payment (through the Liquidation Reserves) of the debts, liabilities liabilities, and obligations of the Partnership to creditors (including the compensation payable to the Liquidating Trustee and other costs and expenses associated with the dissolution and winding up of the business and affairs of the Company)Partnership, including, to the extent permitted by applicable law, Members, Assignees Partners and former Members and Assignees Partners who are creditors of the Partnership (other than (A) debts, liabilities, and obligations in respect of which provision has already been made through the Liquidation Reserves and (B) liabilities for distributions to Members, Assignees Partners and former Members and Assignees Partners under Sections 1817-601 or 1817-604 of the Delaware Act); (ii) to pay or make reasonable provision for the payment satisfy liabilities of the debts, liabilities Partnership to Partners and obligations to creditors who are Members, Assignees or former Members or Assignees (other than liabilities Partners for distributions to Members, Assignees and former Members and Assignees under Sections 1817-601 or 1817-604 of the Delaware Act), to the extent not paid or provided for pursuant to Section 11.6(a)(i);; and (iii) to satisfy liabilities to Membersthe Partners, Assignees and former Members and Assignees for distributions under Sections 18-601 or 18-604 of the Act; and (iv) in proportion to the Class A Members positive balances in their respective Capital Accounts after allocating all items for all periods prior to and Class B Members in accordance with Section 6.1including the date of distribution, including items relating to sales and distributions pursuant to this Article XIV. (b) A Person who receives a distribution in violation of Section 14.4(a) shall be liable to the Partnership for the amount of such distribution, regardless of whether the Person had knowledge of such violation at the time of such distribution; provided, however, that, subject to the provisions of Section 17-502 of the Delaware Act, the Liquidator may compromise or waive any such liability on such terms and subject to such conditions as the Liquidator may determine. (c) All distributions required under Section 14.4(a) shall be made by the end of the Fiscal Year in which the completion of the winding up of the Partnership occurs or, if later, within ninety (90) days after the date of such completion. (d) Pursuant to the provisions of Section 1817-804(b) of the Delaware Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims. (e) Amounts in the Liquidation Reserves shall be paid to creditors of the Partnership as set forth in Section 14.4(a)(i). Any amounts remaining in the Liquidation Reserves after such payments shall be paid as provided in Sections 14.4(a)(ii) and (iii).

Distribution of Property and Proceeds of Sale Thereof. (a) Within thirty (30) calendar days following Upon completion of all desired sales, retirements and other dispositions of Partnership Property on behalf of the statement referred to in Section 11.5Partnership, the Liquidating Trustee shall, in accordance with Section 18-804(a) the provisions of the Act, distribute the assets net proceeds of the Company such sales, retirements and dispositions, and any Partnership Property that is to be distributed in kind, in the following order of priority: (i) to pay or make reasonable provision for the payment of the debts, liabilities and obligations of the Partnership to creditors (including the compensation payable to the Liquidating Trustee and other costs and expenses associated with the dissolution and winding up of the business and affairs of the Company)Partnership, including, to the extent permitted by applicable law, Members, Assignees Partners and former Members and Assignees Partners who are creditors of the Partnership (other than liabilities for distributions to Members, Assignees Partners and former Members and Assignees Partners under Sections 18-601 or 18-604 of the Act); (ii) to pay or make reasonable provision for the payment satisfy liabilities of the debts, liabilities and obligations Partnership to creditors who are Members, Assignees or former Members or Assignees (other than liabilities for distributions to Members, Assignees Partners and former Members and Assignees under Sections 18-601 or 18-604 of the Act), to the extent not paid or provided for pursuant to Section 11.6(a)(i); (iii) to satisfy liabilities to Members, Assignees and former Members and Assignees Partners for distributions under Sections 18-601 or 18-604 of the Act; and (iviii) to the Class A Members Partners, in proportion to the positive balances in their respective Capital Accounts after allocating all items for all periods prior to and Class B Members in accordance with Section 6.1including the date of distribution, including items relating to sales and distributions pursuant to this Article XI. (b) All distributions required under Section 11.4(a) shall be made no later than ninety (90) days of the close of the Fiscal Year in which the completion of the winding up of the Partnership’s business and affairs occurs. (c) Pursuant to the provisions of Section 18-804(b) of the Act, if there are sufficient assets to satisfy the claims of all priority groups specified above, such claims shall be paid in full and any such provision for payment shall be made in full. If there are sufficient assets to satisfy the claims of one or more but not all priority groups specified above, the claims of the highest priority groups that may be paid or provided for in full shall be paid or provided for in full, before paying or providing for any claims of a lower priority group. If there are insufficient assets to pay or provide for the claims of a particular priority group specified above, such claims shall be paid or provided for ratably to the claimants in such group to the extent of the assets available to pay such claims. (d) Amounts in reserves established by the Liquidating Trustee pursuant to the Act shall be paid to creditors of the Partnership as set forth in Section 11.4(a)(i). Any amounts remaining in such reserves after such payments shall be paid as provided in Sections 11.4(a)(ii) and (iii).