Distribution on Dissolution. In the event of the liquidation and dissolution of the Company for any reason, the assets of the Company will be distributed in the following order and priority: (a) First, payment of creditors of the Company (other than Members) in the order of priority as provided by law; (b) Second, establishment by the Managing Member of reasonable reserves to provide for contingent liabilities, if any, as and to the extent required by law; (c) Third, payment of debts of the Company to Members, if any, in the order of priority provided by law; and (d) Fourth, pro rata to the Members in accordance with the positive balances of their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods. Whenever the Managing Member reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Company, the amount determined to be excess will be distributed to the Members in accordance with the order and priority set forth above.
Appears in 8 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Clipper Realty Inc.), Limited Liability Company Agreement (Clipper Realty Inc.)
Distribution on Dissolution. In the event of the liquidation and dissolution of the Company for any reason, the assets of the Company will be distributed in the following order and priority:
(a) First, payment of creditors of the Company (other than Members) in the order of priority as provided by law;
(b) Second, establishment by the Managing Member of reasonable reserves to provide for contingent liabilities, if any, as and to the extent required by law;
(c) Third, payment of debts of the Company to Members, if any, in the order of priority provided by law; and
(d) Fourth, pro rata to the Members in accordance with the positive balances of their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods. Whenever the Managing Member reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Company, the amount determined to be excess will be distributed to the Members in accordance with the order and priority set forth above.
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Samples: Master Contribution and Sale Agreement (Forest City Enterprises Inc), Master Contribution and Sale Agreement (Forest City Enterprises Inc)