Distribution Upon Liquidation. (a) The Liquidator shall apply and distribute the proceeds of the liquidation of the assets of the Partnership (to the extent available) in the following order of priority:
(i) To the payment of the debts and liabilities of the Partnership (other than those to Partners) in the order of priority provided by law; provided, however, that the Liquidator shall first pay, to the extent permitted by law, liabilities with respect to which any Partner is or may be personally liable; (ii) To the payment of the expenses of liquidation of the Partnership in the order of priority provided by law; provided, however, the Liquidator shall first pay, to the extent permitted by law, expenses with respect to which any Partner is or may be personally liable; (iii) To the setting up of such reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with its business; provided, however, that any such reserves will be held by the Liquidator for the purposes of (A) disbursing such reserves in payment of any of such contingencies and (B) at the expiration of such period as the Liquidator deems advisable, distributing the balance thereafter remaining in the manner and in the priority provided below; (iv) To the payment of any loans from the Partners to the Partnership; and (v) To and among the Partners in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the taxable year of the Partnership's liquidation. If any part of the Partnership's assets consists of notes, accounts receivable or other noncash assets, the Liquidator shall take whatever steps it deems appropriate to convert such assets into cash or into any other form that would facilitate the distribution thereof. No assets of the Partnership may be distributed in kind to any Partner without the prior written consent of the other Partner.
(b) If distributions pursuant to Section 9.3(a)(v) are insufficient to return to any Partner the full amount of such Partner's Capital Account or Unreturned Capital, such Partner shall have no recourse against any other Partner. No Partner shall have any obligation to restore a deficit in such Partner's Capital Account either on liquidation of the Partnership or liquidation of such Partner's interest in the Company.
Distribution Upon Liquidation. 88 10.3. Sale of Company Assets................................................89
Distribution Upon Liquidation. Upon the liquidation of the Partnership, the liquidator shall proceed with the orderly liquidation of the Partnership. The proceeds of such liquidation shall then be applied and Distributed in the following order and priority:
(a) firstly, to creditors of the Partnership (whether by payment or, in the discretion of the liquidator, by the establishment of reasonable reserves) including Partners who are creditors to the extent permitted by law, other than liabilities for Distributions to Partners;
(b) secondly, the balance, if any, of the Capital Account shall be Distributed to the Partners up to the greater of such balance and the net assets of the Partnership such that each Partner shall receive its Pro Rata Share of any such balance; and
(c) lastly, the balance, if any, of any remaining net assets of the Partnership shall be Distributed to the Partners such that each Partner shall receive its Pro Rata Share of any such balance (including any unused reserves as and when its is reasonably established by the liquidator that each such reserve shall be unused).
Distribution Upon Liquidation. Upon dissolution of the Company, the Manager or other Members, as provided in this Agreement, or if there shall be none, a duly appointed trustee or liquidator as provided in this Agreement, shall promptly proceed with the liquidation of the Company, its Subsidiaries and the Company Assets and the proceeds of such liquidation shall be applied and distributed in the following order of priority:
(i) to the payment of expenses of the liquidation;
(ii) to the payment of debts and liabilities of the Company, in order of priority as provided by law, other than debts or liabilities owed to Members;
(iii) to the setting up of any reserves that the Manager or such trustee or liquidator, as the case may be, shall determine are reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or the Members (in their respective capacity as Members);
(iv) to the payment of other debts and liabilities of the Company owed to Members (including amounts payable to Saracen under Section 8.2A); and
(v) except to the extent otherwise provided in Section 7.4, to the Members in accordance with their respective Capital Account balances after allocation of Profits and Losses for the period ending immediately prior to such distribution.
Distribution Upon Liquidation. (a) After payment of liabilities owing to creditors, the General Partners or liquidator shall set up such reserves as they or he deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Said reserves may be paid over by the General Partners 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 General Partners or liquidator may deem advisable, such reserves shall be distributed to the partners or their assigns in the manner set forth in subsection (b) below.
(b) After paying such liabilities and providing for such reserves, the General Partners or liquidator shall cause the remaining net assets of the Partnership to be distributed to and among the Partners in proportion to and in satisfaction of the positive balances in their capital accounts. In the event that any part of such net assets consists of notes or accounts receivable or other non-cash assets, the General Partners or liquidator shall take whatever steps they or he deems appropriate to convert such assets into cash or into any other form which would facilitate the distribution thereof.
Distribution Upon Liquidation. All distributions by the Company upon its final liquidation and dissolution will be made to the Members, pro rata in accordance with the balance in the Members’ Capital Accounts, after adjustment to reflect all Profits and Losses (including unrealized appreciation and depreciation allocable in accordance with Section 5.3) for the Fiscal Year in which the liquidation occurs.
Distribution Upon Liquidation. Any distribution to the General Partner pursuant to Sections 2.1 and 2.2 during the period in which a liquidation of the Partnership occurs pursuant to Section 14.3 of the Partnership Agreement shall equal the amounts allocated pursuant to Section 5.1(c)(vi) of the Partnership Agreement.
Distribution Upon Liquidation. The net proceeds resulting from the liquidation of the Partnership shall be distributed and applied (with the Consent of AHF) in the following order of priority:
(a) to the payment of all debts and liabilities of the Partnership (including any Project Loans) and all expenses of the Partnership incident to any such dissolution and liquidation), including any debt owed to AHF or its Affiliates, excluding only (i) debts and liabilities of the Partnership to the General Partner or its Affiliates, including GP Loans, and (ii) LP Loans;
(b) to the payment of LP Loans, GP Loans and any debts and liabilities (including unpaid fees) owed to the Partners or their Affiliates by the Partnership for Partnership obligations (limited to those debts that are expressly permitted under this Agreement); provided, however, that the foregoing debts and liabilities owed to the Partners and their Affiliates shall be paid or repaid, as applicable, in the following order of priority, if and to the extent applicable: (i) to the payment of any outstanding Excess LP Loan Amount until paid in full, then to the payment of any outstanding Excess GP Loan Amount until paid in full, and then to any remaining LP Loans and GP Loans pro rata based on their respective outstanding balances until paid in full; (ii) amounts due under the Development Agreement; (iii) amounts due with respect to Development Deficit Loans and Operating Deficit Loans; and (iv) any other such debts and liabilities;
(c) to the setting up of any reserves which the Liquidator deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership; and
(d) thereafter, to the Partners in accordance with the Partners' respective positive Capital Account balances as determined by taking into account all Capital Account adjustments required by Exhibit J and otherwise required by this Agreement.
Distribution Upon Liquidation. Upon dissolution of the Company, the Board of Managers, as provided in this Agreement, or if there shall be none, a duly appointed trustee or liquidator as provided in this Agreement, shall proceed to the liquidation of the Company and the proceeds of such liquidation shall, notwithstanding any other provision of this Agreement to the contrary, be applied and distributed in the following order of priority:
(i) to (x) creditors, including Members and Managers who are creditors, to the extent otherwise permitted by law, in satisfaction of Indebtedness or liabilities of the Company (including, in the case of Members, the License Agreements, the Xxxxxxxx Assistance Agreement, the PCX Facility Services Agreement, the SLK Clearing Agreements and any other commercial arrangement between the Company and any Member ) (in each case, whether by payment or the making of reasonable provision for payment thereof, including the setting up of any reserves that the Managers or trustee or liquidator, as the case may be, shall determine are reasonably necessary for any liabilities or obligations of the Company) in satisfaction of all Indebtedness and liabilities of the Company (including the expenses of the liquidation);
(ii) in connection with a dissolution pursuant to Section 12.1(a)(ii), to the Class A Preferred Members in accordance with Section 4.10(a)(iv), if applicable, in an amount equal to the Cash Sale Amount;
(iii) unless the Class A Preferred Members have received the Cash Sale Amount as provided in clause (ii) above, to the Class A Preferred Members until such Members have received an amount, in the aggregate, equal to $50 million;
(iv) to the Members (other than the Class A Preferred Members) with positive Capital Accounts (after making all allocations required by Article VII) in proportion to such positive balances until such balances have been reduced to zero; and
(v) to the Members (other than the Class A Preferred Members) in proportion to their respective Percentage Interests.
Distribution Upon Liquidation. Upon liquidation of the Company, the assets of the Company to be distributed to the Members, shall be distributed to the Members in accordance with the positive balances in their respective Capital Accounts, after giving effect to all Capital Contributions, distributions, and allocations for all periods. Distributions to the Members pursuant to this Section 4.3(a) shall be made in accordance with Regulation Section 1.704-1(b)(2)(ii)(b)(2).
