Common use of Distribution upon Dissolution Clause in Contracts

Distribution upon Dissolution. Upon dissolution, the Company shall continue until the winding up of the affairs of the Company is completed. Upon the dissolution of the Company, the Manager, or any other Person designated by the Manager (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Members agree otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the payment of debts and liabilities of the Company (including payment of all indebtedness to Members and/or their Affiliates, to the extent permitted by Law), including the expenses of liquidation; (b) Second, to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (“Contingencies”). Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (c) The balance, if any, to the holders of Ownership Interests, pro rata, in accordance with their positive Capital Account balances (as determined after giving effect to all allocations set forth in Article VI).

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the dissolution winding up of the Company, the Manager, or any other Person designated by the Manager (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Members agree Manager determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the payment satisfaction of debts and liabilities of the Company (including payment satisfaction of all indebtedness to Members and/or their Affiliates, Affiliates to the extent otherwise permitted by Law), law) including the expenses of liquidation; (b) Second, to and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent contingent, conditional or unforeseen unmatured contractual liabilities or obligations of the Company (“Contingencies”). Such Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (cb) The balance, if any, to the holders of Ownership InterestsMembers, pro rata, rata in accordance with their positive Capital Account balances (as determined after giving effect to all allocations set forth in Article VI)the Members’ respective Total Percentage Interests.

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the dissolution winding up of the Company, the Manager, or any other Person designated by the Manager (the “"Liquidation Agent”"), shall take full account of the assets and liabilities of the Company and shall, unless the Members agree otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the payment of debts and liabilities of the Company (including payment of all indebtedness to Members and/or their Affiliates, to the extent permitted by Law), including ) and the expenses of liquidation; (b) Second, to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (“"Contingencies”"). Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (c) The balance, if any, to the holders of Ownership InterestsMembers, pro rata, in accordance with their positive Capital Account balances (as determined after giving effect to all allocations set forth in Article VI).

Distribution upon Dissolution. Upon dissolution, the Company shall continue until the winding up of the affairs of the Company is completed. Upon the dissolution of the Company, the Manager, Manager or any other Person designated by the Manager (the Manager or such other Person, the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Members agree otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the payment of debts and liabilities of the Company (including payment of all indebtedness to Members and/or their Affiliates, to the extent permitted by Law), including the expenses of liquidation; (b) Second, to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (“Contingencies”). Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.039.3; and (c) The balance, if any, to the holders of Ownership InterestsMembership Units, pro rata, in accordance with their positive Capital Account balances (as determined after giving effect to all allocations set forth in Article VI6).

Distribution upon Dissolution. Upon dissolution, the Company shall continue until the winding up of the affairs of the Company is completed. Upon the dissolution of the Company, the Manager, or any other Person designated by the Manager (the “"Liquidation Agent”"), shall take full account of the assets and liabilities of the Company and shall, unless the Members agree otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the payment of debts and liabilities of the Company (including payment of all indebtedness to Members and/or their Affiliates, to the extent permitted by Law), including the expenses of liquidation; (b) Second, to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (“"Contingencies”"). Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (c) The balance, if any, to the holders of Ownership InterestsMembership Units, pro rata, in accordance with their positive Capital Account balances (as determined after giving effect to all allocations set forth in Article VI).