Distribution Upon Dissolution of the Company. (a) Upon dissolution of the Company, the liquidator shall determine which assets of the Company shall be disposed of. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in any manner that the liquidator shall determine to be in the best interest of the Members. Subject to the Act, after all liabilities contingent or otherwise of the Company (including any liabilities to the Members and any obligations to the Members under Section 8.1) have been satisfied or duly provided for (as determined by the liquidator in its discretion), the remaining assets of the Company shall be distributed to the Members pro rata, accordance with their respective Interest Percentages (after giving effect to adjustments attributable to all Company transactions prior to any such distribution). It is the intention of the parties that Distributable Cash on liquidation is consistent with Members Capital Accounts.
(b) Subject to the Act, if at the time of dissolution, any new construction, repair or rehabilitation of Company assets has not been completed, then completion thereof shall be a proper act in winding up the Company and the liquidator shall have full power and authority to do all acts appropriate to complete any such construction, repair or rehabilitation in process, including arranging for all appropriate financing. The full rights, powers and authority of the liquidator shall continue so long as appropriate and necessary to complete the process of winding up the business and affairs of the Company.
(c) In the discretion of the liquidator a portion of the distributions that would otherwise be made to the Members pursuant to this Section 9.4 may be withheld to provide a reserve for Company liabilities (contingent or otherwise), provided that such withheld amounts shall be distributed to the Members as soon as the liquidator determines, in its discretion, that such amounts are no longer necessary to be retained.
(d) Except as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Company and (ii) no Member shall have priority over any other Member as to the return of its Capital Contributions. Subject only to any applicable provisions of the Act, in conjunction with the dissolution of the Company, no Member shall have a...
Distribution Upon Dissolution of the Company. In the event of the dissolution and liquidation of the Company, whether voluntary or involuntary, the Trustee as the owner of record shall receive the money, securities, rights or property to which the Beneficiaries are entitled in respect of the Trust Shares and shall distribute or cause to be distributed the same, less any applicable withholding tax, among the registered holders of the Certificates ratably in accordance with the number of Trust Shares represented by their respective Certificates. Section 4.06.
Distribution Upon Dissolution of the Company. In the event of the liquidation, dissolution or winding up of the Company or any other distribution of the assets of the Company among its stockholders for the purpose of winding up its affairs, whether voluntary or involuntary, the Trustee shall, within two Business Days of receipt, initially deposit the money, securities, rights or property to which the Beneficiaries are entitled in respect of the Trust Shares in the respective Beneficiary Account and shall thereafter distribute or cause to be distributed the same, subject to its duty to withhold withholding tax set forth in Section 4.07, to the Beneficiary of each respective Beneficiary Account within two Business Days of receipt thereof.
Distribution Upon Dissolution of the Company. In connection with a liquidation or dissolution of the Company, the Company’s property, or the proceeds from the sale thereof, shall be applied and distributed in accordance with Section 18-804 of Delaware Law in the following order:
(a) first, to (i) the satisfaction (whether by payment or by the making of reasonable provision for payment) of all of the Company’s debts and liabilities to creditors that are not Members or Managers and (ii) the payment of all principal, interest or any other amounts that remain outstanding under the S&N Note;
(b) second, to the satisfaction (whether by payment or by the making of reasonable provision for payment) of all of the Company’s debts and liabilities to creditors that are Members or Managers (other than as provided for under Section 10.04(a)(ii)); and
(c) third, the balance, if any, to the Members as set forth in Section 10.05.
Distribution Upon Dissolution of the Company. The Company’s assets or the proceeds from the sale thereof pursuant to this Article 12 to the extent sufficient therefor shall be applied and distributed to the maximum extent permitted by law, in the following order:
(a) first, to the satisfaction (whether by payment or by the making of reasonable provision for payment) of all of the Company’s debts and liabilities to Third Party creditors; and
(b) second, the balance, if any, to the Common Members in accordance with their respective Common Interest Percentages.
Distribution Upon Dissolution of the Company. The Company’s assets or the proceeds from the sale thereof pursuant to this Article XIV shall be applied and distributed to the maximum extent permitted by Government Rule pursuant to the Consensual Dissolution Plan and, in the absence of a Consensual Dissolution Plan, then Section 16.6 shall apply. All distributions to Members in liquidation made pursuant to this Section 14.3 shall be completed by the end of such Fiscal Year, that includes the date of the Company’s dissolution (or if later, within 90 days following the date of the Company’s dissolution).
Distribution Upon Dissolution of the Company. Upon dissolution of the Company, the Company's business shall be liquidated in an orderly manner and the liquidator winding up the affairs of the Company shall determine in its discretion which assets of the Company shall be sold and which assets of the Company shall be retained for distribution in kind to the Members. Assets to be distributed in kind shall be valued by the liquidator in its reasonable discretion. Subject to the LLC Statutes, after all liabilities of the Company have been satisfied or duly provided for, the remaining assets of the Company shall be distributed to the Members in accordance with their Capital Accounts, as adjusted pursuant to Section 3.03 and for all allocations made in connection with the liquidating event.
Distribution Upon Dissolution of the Company. In connection with a liquidation or dissolution of the Company, the Company’s property, or the proceeds from the sale thereof, shall be applied and distributed in accordance with Section 18-804 of Delaware Law in the following order:
(a) first, to the satisfaction (whether by payment or by the making of reasonable provision for payment) of all of the Company’s debts and liabilities to creditors (including creditors who are Members or Managers); and
(b) second, the balance, if any, to the Members in accordance with their interests in distributions as specified in the distribution waterfall set forth in Section 4.01 hereof as in effect at such time.
Distribution Upon Dissolution of the Company. The Company's assets or the proceeds from the sale thereof pursuant to this Article 12 to the extent sufficient therefor shall be applied and distributed to the maximum extent permitted by law, in the following order:
(a) first, to the satisfaction (whether by payment or by the making of reasonable provision for payment) of all of the Company's debts and liabilities to Third Party creditors;
(b) second, to the Preferred Member in the amounts specified in Section 4.02(a); and
(c) third, the balance, if any, to the Common Members in accordance with their respective Common Interest Percentages.
Distribution Upon Dissolution of the Company. The Company's assets or the proceeds from the sale thereof pursuant to this Article 15 to the extent sufficient therefor shall be applied and distributed to the maximum extent permitted by law, in the following order:
(a) first, to the satisfaction (whether by payment or by the making of reasonable provision for payment) of all of the Company's debts and liabilities to creditors, including the expenses of liquidation and including, to the fullest extent permitted by law, any Member or any of its Affiliates that is a creditor of the Company;
(b) second, to the Members, in an amount equal to the aggregate of the positive balances, if any, of their Preferred Interest Accounts (plus any accrued Preferred Return that has not had a corresponding allocation pursuant to Section 4.1(b)(i) or (ii)) in proportion to the respective positive balances of their Preferred Interest Accounts (determined after giving effect to all contributions, distributions, and allocations for all periods); and
(c) the balance, if any, to the Members, in proportion to the respective positive balances of their Capital Accounts (determined after giving effect to all contributions, distributions, and allocations for all periods).
