Common use of Distribution upon Dissolution Clause in Contracts

Distribution upon Dissolution. (a) After payment of liabilities owing to creditors, the Members or liquidator shall set up such reserves as they deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, including the expenses of liquidation. Such reserves may be paid over by the Members or liquidator to a bank, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Members or liquidator may deem advisable, such reserves shall be distributed to all of the Members or their assigns in the manner set forth in Section 10.3(b) below. In the event that any part of such net assets consists of securities or other non-cash assets, the Members or liquidator may (but shall not be required to) take whatever steps they deem appropriate to convert such assets into cash or into any other form that would facilitate the distribution thereof. (b) After payment has been made pursuant to Section 10.3(a) above, the Members or the liquidator shall cause the remaining net assets of the Company to be distributed to and among the Members in proportion to and to the extent of their positive Capital Account balances (after such balances have been adjusted to reflect all allocations of Net Profits and Net Losses and distributions pursuant to Article 6). Cash and non-cash assets shall be distributed to each Member on a pro rata basis, or in such other manner as the Members may agree, with all noncash assets being distributed on the basis of their fair market value. (c) The Company shall terminate when all property has been distributed among the Members. Upon such termination, the Members shall execute and cause to be filed a certificate of cancellation of the Company, as provided for in Section 18-203 of the Act, and any and all other documents necessary in connection with the termination of the Company.

Distribution upon Dissolution. (a) After payment of liabilities owing to creditors, the Members or liquidator shall set up such reserves as they deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, including the expenses of liquidation. Such reserves may be paid over by the Members or liquidator to a bank, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Members or liquidator may deem advisable, such reserves shall be distributed to all of the Members or their assigns in the manner set forth in Section 10.3(b) below. In the event that any part of such net assets consists of securities or other non-cash assets, the Members or liquidator may (but shall not be required to) take whatever steps they deem appropriate to convert such assets into cash or into any other form that would facilitate the distribution thereof. (b) After payment has been made pursuant to Section 10.3(a) above, the Members or the liquidator shall cause the remaining net assets of the Company to be distributed to and among the Members in proportion to and to the extent of their positive Capital Account balances (after such balances have been adjusted to reflect all allocations of Net Profits and Net Losses and distributions pursuant to Article 6the payments made in Section 10.3(a) above). Cash and non-cash assets shall be distributed to each Member on a pro rata basis, or in such other manner as the Members may agree, with all noncash assets being distributed on the basis of their fair market value. (c) The Company shall terminate when all property has been distributed among the Members. Upon such termination, the Members shall execute and cause to be filed a certificate of cancellation of the Company, as provided for in Section 18-203 of the Act, and any and all other documents necessary in connection with the termination of the Company.

Distribution upon Dissolution. (a) 10.3.1 After payment of liabilities owing to creditors, the Members or liquidator shall set up such reserves as they deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, including the expenses of liquidation. Such reserves may be paid over by the Members or liquidator to a bank, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Members or liquidator may deem advisable, such reserves shall be distributed to all of the Members or their assigns in the manner set forth in Section 10.3(b) below. In the event that any part of such net assets consists of securities or other non-cash assets, the Members or liquidator may (but shall not be required to) take whatever steps they deem appropriate to convert such assets into cash or into any other form that would facilitate the distribution thereof. (b) 10.3.2 After payment has been made pursuant to Section 10.3(a) above, the Members or the liquidator shall cause the remaining net assets of the Company to be distributed to and among the Members in proportion to and to the extent of their positive Capital Account balances (after such balances have been adjusted to reflect all allocations of Net Profits and Net Losses and distributions pursuant to Article 6). Cash and non-cash assets shall be distributed to each Member on a pro rata basis, or in such other manner as the Members may agree, with all noncash assets being distributed on the basis of their fair market value. For this purpose, the unamortized portion of any amortizable Program Costs shall be valued at zero and the Capital Accounts of the Members shall be reduced (in accordance with Section 4.2(b)) in proportion to their Capital Contributions which funded such portion (determined in a manner consistent with the principles of Section 5.3(i)). (c) 10.3.3 The Company shall terminate when all property has been distributed among the Members. Upon such termination, the Members shall execute and cause to be filed a certificate of cancellation of the Company, as provided for in Section 18-203 of the Act, and any and all other documents necessary in connection with the termination of the Company.

Distribution upon Dissolution. (a) After payment of liabilities owing to creditors, the Members or liquidator shall set up such reserves as they deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, including the expenses of liquidation. Such reserves may be paid over by the Members or liquidator to a bank, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Members or liquidator may deem advisable, such reserves shall be distributed to all of the Members or their assigns in the manner set forth below in Section 10.3(b) below). In the event that any part of such net assets consists of securities or other non-cash assets, the Members or liquidator may (but shall not be required to) take whatever steps they deem appropriate to convert such assets into cash or into any other form that would facilitate the distribution thereof. (b) After payment has been made pursuant to Section 10.3(a) above), the Members or the liquidator shall cause the remaining net assets of the Company to be distributed to and among the Members in proportion to and to the extent of their positive Capital Account balances (after such balances have been adjusted to reflect all allocations of Net Profits and Net Losses and distributions pursuant to Article 6the payments made in Section 10.3(a)). Cash and non-cash assets shall be distributed to each Member on a pro rata basis, or in such other manner as the Members may agree, with all noncash assets being distributed on the basis of their fair market value. (c) The Company shall terminate when all property has been distributed among the Members. Upon such termination, the Members shall execute and cause to be filed a certificate of cancellation of the Company, as provided for in Section 18-203 14 of the Act, and any and all other documents necessary in connection with the termination of the Company.