Common use of Distribution upon Dissolution Clause in Contracts

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 winding up of the Company, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Managing Member 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 satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“ Contingencies”). 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; (b) Second, to the satisfaction of (i) any payments due pursuant to Section 4.01(b), if any, to the Members holding Class A Units for which such distributions are due, pro rata in accordance with all such Members’ respective Class A Units for which such distributions are due; and (c) The balance, if any, to the Members, pro rata in accordance with the Members’ respective Class A Units other than Unvested Earnout Units.

Distribution upon Dissolution. (a) 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 winding up dissolution of the Company, CPH (or CHF in the Managing case of dissolution pursuant to Section 9.3(d) hereof in circumstances in which CPH is the Dissolution Member, or any other Person designated by ) shall cause the Managing Member (the “Liquidation Agent”), shall take full account of the Company's business to be wound up and all its assets and liabilities of the Company and shall, unless the Managing Member 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 liquidation. Subject to Section 6.2 hereof, during the following order: (a) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses period of liquidation, the Members shall allocate Net Profits and including Net Losses and all gain realized from the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional sale or unmatured contractual liabilities or obligations other disposition of the Company (“ Contingencies”). Any Company's assets in a manner such reserve may be paid over by that the Liquidation Agent to any attorney-at-law, or acceptable partybalances in the Members' capital accounts equal, as escrow agentnearly possible, 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 9.03each Member's respective Percentage Interest; (b) Second, to The proceeds from liquidation of the satisfaction Company after payment of the costs of liquidation shall be applied in the order of priority as follows: (i) Secured debts to third parties, unless such secured indebtedness is assumed by a purchaser of the Company's encumbered property or the conveyance of such encumbered property to such purchaser is made subject to such indebtedness; (ii) Unsecured debts of the Company to third parties; (iii) To establish any payments due reserves which CPH (or other liquidating party selected by the Members) may deem necessary, appropriate or desirable for any liabilities, obligations, or debts of the Company or of the Members arising out of or in connection with the Company which are not yet payable or have not yet been paid, whether known or unknown, foreseen or unforeseen; (iv) To the Members, an amount up to the unpaid principal and interest under any loans made by the Members to the Company pursuant to Section 4.01(b)5.2, if any, in proportion to the Members holding Class A Units for which amount owing in respect of each such distributions are due, pro rata in accordance with all such Members’ respective Class A Units for which such distributions are dueloan made; and (cv) The balance, if any, to the Members, pro rata Members in accordance with the Members’ their respective Class A Units other than Unvested Earnout Unitspositive capital account balances. (c) If any Member has a negative capital account balance upon liquidation, such Member shall not be required to make any contribution to reduce such negative capital account balance.

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 winding up of the Company, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Managing Member 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 satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“ “Contingencies”). 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; (b) Second, to the satisfaction of (i) any payments “catch up” distributions due pursuant to Section 4.01(b), if any, to the Members holding Class A any such Vested Units for which such distributions are due, due pro rata in accordance with all such MembersPartners’ respective Class A Vested Units for which such distributions are due; and (c) The balance, if any, to the Members, pro rata in accordance with the Members’ respective Class A Units other than Unvested Earnout UnitsTotal Percentage Interests.

Distribution upon Dissolution. Upon Proceeds from a Terminating Capital Transaction and amounts available upon dissolution, and after payment of, or adequate provision for, the Company shall not be terminated debts and shall continue until the winding up of the affairs of the Company is completed. Upon the winding up obligations of the Company, the Managing Member, or and liquidation of any other Person designated by the Managing Member (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Managing Member determines otherwise, liquidate the remaining assets of the Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation Company, shall be distributed and applied and distributed in the following orderpriority: (ai) First, to the satisfaction of debts fund reserves for liabilities not then due and owing and for contingent liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“ Contingencies”). Any such reserve may be paid over deemed reasonable by the Liquidation Agent to any attorney-at-lawBoard; PROVIDED, or acceptable partythat, as escrow agent, to be held for disbursement in payment of any Contingencies and, at upon the expiration of such period of time as the Board shall deem advisable, the balance of such reserves remaining after payment of such contingencies shall be deemed advisable by the Liquidation Agent for distribution of the balance distributed in the manner hereinafter provided set forth in this Section 9.03;4.02; and (bii) Second, to the satisfaction Members, an amount sufficient to reduce the Members' Capital Accounts to zero, in proportion to the positive balances in such Capital Accounts (after reflecting in such Capital Accounts all adjustments thereto necessitated by (A) all other Company transactions (including distributions and allocations of Profits and Losses and items of income, gain, deduction, and loss) and (B) such Terminating Capital Transaction). Notwithstanding anything contained in this Agreement to the contrary, in the event of a Terminating Capital Transaction, as a condition to the consummation of such transaction, the Class B Member first shall be paid the higher of (a) the Class B Redemption Price immediately after the distribution or application of amounts to fund reserves for certain liabilities as provided for by Subsection (i) any payments due pursuant to Section 4.01(b)above, if anyor (b) the Class B Members' proportionate share of the net value of the Company's assets. If the Class B Member is paid the Class B Redemption Price, then the Class B Member's Capital Account shall be reduced by an amount equal to the Members holding Class A Units B Redemption Price before the Class B Member joins in any distributions provided for which such distributions are due, pro rata in accordance with all such Members’ respective Class A Units for which such distributions are due; and by subsection (cii) The balance, if any, to the Members, pro rata in accordance with the Members’ respective Class A Units other than Unvested Earnout Unitsabove.

Distribution upon Dissolution. (a) 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 winding up dissolution of the Company, the Managing MemberBoard, or any other Person designated by the Managing Member Board (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Managing Member determines Board shall determine 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 accordance with Section 12.03(d). (b) All saleable assets of the Company may be sold or retained by the Company for distribution to the Members in connection with any liquidation at public or private sale at such price and upon such terms as the Board may deem advisable. Any Member or any Person in which any Member is in any way interested may purchase assets at such sale, provided that such purchase is on commercially reasonable terms. (c) No Member shall have an obligation to make a contribution or additional capital contribution to restore any negative balance in its Capital Account. (d) Upon the dissolution of the Company, the assets of the Company shall be distributed in the following orderorder of priority: (ai) Firstfirst, to the satisfaction payment of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including and the expenses of liquidation; (ii) second, and including to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional contingent or unmatured contractual unforeseen liabilities or obligations of the Company (“ “Contingencies”). Any such 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 to 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; (b) Second, to the satisfaction of (i) any payments due pursuant to Section 4.01(b), if any, to the Members holding Class A Units for which such distributions are due, pro rata in accordance with all such Members’ respective Class A Units for which such distributions are due12.03; and (ciii) The balancethird, if anyany balance shall be distributed to the Members in accordance with Section 3.09. (e) In the event it is necessary in connection with the liquidation of the Company to distribute property in kind, such property shall be distributed on the basis of its Fair Market Value net of any liabilities encumbering such property and, to the Membersgreatest extent possible, shall be distributed pro rata in accordance with the Members’ respective Class A Units other than Unvested Earnout Unitstotal amounts to be distributed to each Member as liquidation proceeds pursuant to Section 12.03(d)(iii).

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 winding up of the Company, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Managing Member 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 satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“ “Contingencies”). 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; (b) Second, to the satisfaction of (i) any payments due pursuant to Section 4.01(b), if any, to the Members holding Class A Units for which such distributions are due, pro rata in accordance with all such Members’ respective Class A Units for which such distributions are due; and (c) The balance, if any, to the Members, pro rata in accordance with the Members’ respective Class A Units other than Unvested Earnout Units.

Distribution upon Dissolution. Upon dissolution(a) After payment of liabilities owing to creditors, the Company Board of Directors or the liquidator, as the case may be, shall not be terminated and shall continue until the winding set up of the affairs of the Company is completed. Upon the winding up such reserves as it deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Managing Member 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 satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“ Contingencies”). Any such reserve Such reserves may be paid over by the Liquidation Agent Board of Directors or the liquidator to any attorney-at-law, or acceptable party, as escrow agent, a bank to be held in escrow for disbursement in payment the purpose of paying any Contingencies such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Board of Directors or the liquidator may deem advisable, such reserves shall be deemed advisable by distributed to the Liquidation Agent for distribution of the balance Members or their assigns in the manner hereinafter provided set forth below in this Section 9.03;10.03(b). In the event that any part of such net assets consists of securities or other non-cash assets, the Board of Directors or liquidator may (but shall not be required to) take whatever steps it deems appropriate to convert such assets into cash or into any other form that would facilitate the distribution thereof. (b) SecondAfter payment has been made pursuant to Section 10.03(a), to the satisfaction Board of Directors or the liquidator shall (i) any payments due pursuant cause the assets described in Section 13.03 of the Collaboration Agreement to Section 4.01(b), if any, to the Members holding Class A Units for which such distributions are due, pro rata be distributed in accordance with the applicable terms of such section and (ii) 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 the payments made in Section 10.03(a)). For purposes of distributing assets pursuant to the foregoing clause (ii), cash and non-cash assets shall be distributed to each Member on a pro rata basis, or in such Members’ respective Class A Units for which such distributions are due; andother manner as the Board of Directors may determine, with all non-cash assets being distributed on the basis of their fair market value. (c) The balance, if any, to Company shall terminate when all property has been distributed among the Members. Upon such termination, pro rata the Board of Directors shall execute and cause to be filed a certificate of cancellation of the Company, as provided for in accordance Section 18-203 of the Act, and any and all other documents necessary in connection with the Members’ respective Class A Units other than Unvested Earnout Units.termination of the Company. EXECUTION COPY