Common use of Distribution upon Dissolution Clause in Contracts

Distribution upon Dissolution. Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 14.2. The fair market value of the assets of the Company (other than cash) shall be determined by the Board. If the Board is unable to determine the fair market value of the assets, then the fair market value of the assets of the Company (other than cash) shall be determined by an independent appraiser selected by the Board. Any gains or losses (including unrealized gains and losses from property to be distributed in kind) from disposition shall be allocated among the Members as provided in Section 12. Thereafter, the assets of the Company shall be distributed in the following manner and order: (i) first, to the claims of all creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company and (ii) second, to the Members in accordance with the positive balances in the respective capital account maintained for each Member by the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (CHC Helicopter (4) S.a r.l.), Limited Liability Company Agreement (CHC Helicopter Australia Pty LTD)

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Distribution upon Dissolution. Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 14.216.2. The fair market value of the assets of the Company (other than cash) shall be determined by the BoardMembers. If the Board is Members are unable to determine the fair market value of the assets, then the fair market value of the assets of the Company (other than cash) shall be determined by an independent appraiser selected by the BoardMembers. Any gains or losses (including unrealized gains and losses from property to be distributed in kind) from disposition shall be allocated among the Members as provided in Section 1211. Thereafter, the assets of the Company shall be distributed in the following manner and order: (i) first, to the claims of all creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company and (ii) second, to the Members in accordance with the positive balances in the respective capital account maintained for each Member by the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ensource Energy Income Fund LP)

Distribution upon Dissolution. Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 14.216.2. The fair market value of the assets of the Company (other than cash) shall be determined by the BoardMembers. If the Board is Members are unable to determine the fair market value of the assets, then the fair market value of the assets of the Company (other than cash) shall be determined by an independent appraiser selected by the BoardMembers. Any gains or losses (including unrealized gains and losses from property to be distributed in kind) from disposition shall be allocated among the Members members as provided in Section 1211. Thereafter, the assets of the Company shall be distributed in the following manner and order: (i) first, to the claims of all creditors of the Company, including Members of the Company who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company and (ii) second, to the Members of the Company in accordance with the positive balances in the respective capital account Capital Accounts maintained for each Member by the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Basic ESA, Inc.)

Distribution upon Dissolution. Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 14.2. 16.2, The fair market value of the assets of the Company (other than cash) shall be determined by the Board. If the Board is unable to determine the fair market value of the assets, then the fair market value of the assets of the Company (other than cash) shall be determined by an independent appraiser selected by the Board. Any gains or losses (including unrealized gains and losses from property to be distributed in kind) from disposition shall be allocated among the Members as provided in Section 12. Thereafter, the assets of the Company shall be distributed in the following manner and order: (i) first, to the claims of all creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company and (ii) second, to the Members in accordance with the positive balances in the respective capital account maintained for each Member by the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (WUS Holding, L.L.C.)

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Distribution upon Dissolution. Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 14.27.02. The fair market value of the assets of the Company (other than cash) shall be determined by the BoardManagers. If the Board is Managers are unable to determine the fair market value of the assets, then the fair market value of the assets of the Company (other than cash) shall be determined by an independent appraiser selected by the BoardManagers. Any gains or losses (including unrealized gains and losses from property to be distributed in kind) from disposition shall be allocated among the Members as provided in Section 12. Article V. Thereafter, the assets of the Company shall be distributed in the following manner and order: (i) first, to the claims of all creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company and (ii) second, to the Members in accordance with the positive balances in the their respective capital account maintained for each Member by the CompanyCapital Accounts.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NeoSpine Surgery, LLC)

Distribution upon Dissolution. Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 14.216.2. The fair market value of the assets of the Company (other than cash) shall be determined by the Board. If the Board is unable to determine the fair market value of the assets, then the fair market value of the assets of the Company (other than cash) shall be determined by an independent appraiser selected by the Board. Any gains or losses (including unrealized gains and losses from property to be distributed in kind) from disposition shall be allocated among the Members as provided in Section 1211. Thereafter, the assets of the Company shall be distributed in the following manner and order: (i) first, to the claims of all creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company and (ii) second, to the Members in accordance with the positive balances in the respective capital account maintained for each Member by the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Chaparral CO2, L.L.C.)

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