Common use of Distribution Upon Dissolution of the Company Clause in Contracts

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 any obligation to contribute to or reimburse the Company for any deficit in such Member’s Capital Account.

Distribution Upon Dissolution of the Company. (a) Upon dissolution of the Company, the liquidator winding up the affairs of the Company shall determine in its discretion 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 sold and which assets of the Company shall be retained for distribution in any manner that the liquidator shall determine kind to be in the best interest of the Members. Subject to the Delaware Act, after all liabilities (contingent or otherwise 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 in proportion to their respective Interest Percentages (after giving effect positive Capital Accounts up to adjustments attributable the amounts thereof, and thereafter in the manner in which additional amounts would have been distributed pursuant 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 AccountsArticle 6. (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 liquidator, and subject to the Delaware Act, all or a portion of the distributions that would otherwise be made assets of the Company may be: (i) distributed to a trust established for the benefit of the Members for purposes of liquidating Company assets, collecting amounts owed to the Members pursuant Company, and satisfying any liabilities or obligations of the Company arising out of, or in connection with, this Agreement or the Company's affairs; or (ii) withheld, with respect to this Section 9.4 may be withheld any Member, to provide a reserve reasonably required for Company liabilities (contingent or otherwise), Expenses; provided that such withheld amounts shall be distributed to the Members as soon as the liquidator determines, in its discretion, that such amounts are it is no longer necessary to retain such amounts. The assets of any trust established in connection with clause (i) above shall be retaineddistributed to the Members from time to time, in the discretion of the liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement. (dc) Except as otherwise provided in this Agreement, (i) each Each Member shall look solely to the assets of the Company for the return of its Capital Contributions such Member's aggregate invested capital in Partnership Investments, 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 any obligation to contribute to or reimburse the Company for any deficit in such Member’s Capital Accountinvested capital.