Distribution Upon Liquidation Sample Clauses

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) 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. Upon liquidation of the Company, distributions shall be remitted to the Members to the extent and in proportion with their aggregate Unreturned Capital Contributions until the aggregate amount distributed to such Members in accordance with this Section 11.2 is sufficient to provide for a return of such Members’ Capital Contributions by the Company. After all Capital Contributions have been returned to the Members, any remaining funds shall be distributed as set forth above in Section 11.1.

Distribution Upon Liquidation. 37 10.3. Sale of Company Assets..............................................38 10.4.

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. (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. 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).

Distribution Upon Liquidation. (1) The General Partner, or if there is none, the liquidator appointed pursuant to Section 13.3, as the case may be, will cause the Partnership Declaration to be cancelled and file a declaration of dissolution, together with any other document necessary, desirable or useful in connection with the dissolution and winding up of the Partnership pursuant to the Act. (2) The General Partner or liquidator, as applicable, will liquidate the property of the Partnership as promptly as is consistent with obtaining the fair market value thereof, and apply and distribute the proceeds thereof in the following order: (a) first, to the payment of the debts and liabilities of the Partnership in accordance with the Act and to the payment of liquidation expenses; (b) second, to the establishment of reasonable reserves for contingencies which the General Partner or the liquidator, as the case may be, may consider necessary to satisfy any obligations or liabilities of the Partnership (except to the extent that the Partnership has put in place insurance policies to address such obligations or liabilities); (c) third, to the payment of the balance of the distributions owing (if any) to the Partners in accordance with Article 8; and (d) fourth, the balance, if any, to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the Partnership. (3) The General Partner or liquidator, as applicable, will thereafter send notices of dissolution to all third parties that have dealings with the Partnership but would not otherwise have been notified of the dissolution. (4) The General Partner or liquidator shall at the time of liquidation assess the availability of insurance to reduce or eliminate the requirement for any reserves for contingencies pursuant to Section 13.4(2)(b) on commercially reasonable terms but, for certainty, the General Partner or liquidator shall retain the discretion to determine whether to purchase such insurance if available. If any of the reserves for the contingencies which the General Partner or the liquidator, as the case may be, taken pursuant to Section 13.4(2)(b) have not been applied to satisfy any obligations or liabilities of the Partnership within one year following the liquidation of the Partnership in accordance with this Section 13.4, the amount of any such unapplied reserves shall be distributed to the Partners in accordance with their Unit Interests immediately prior to the dissolution of the Partnership. (5) Thi...