Distribution Upon Liquidation. (a) Upon dissolution of the Venture, unless the business of the Venture is continued as provided above, the Manager (or, in the event that the dissolution is caused by a Bankruptcy Event with respect to the Manager, such Person, other than the Manager, as the Members shall designate as liquidator of the Venture) shall act as (“Liquidator”). The Liquidator shall wind up the affairs of the Venture, shall sell such of the assets of the Venture as it deems necessary or appropriate in accordance with Section 2.6(b)), and (i) any resulting gain or loss from each sale plus (ii) the fair market value of such property which has not been sold shall be determined and income, gain, loss or deduction inherent in such property (which has not been reflected in the Capital Accounts previously) shall be allocated among the Members as provided in Section 4.1 and, after paying all debts and liabilities of the Venture, including all costs of dissolution, shall distribute any remaining Venture property along with any cash received from the sale of the property as follows:
(i) The Liquidator may set up any reserve it deems reasonably necessary for any contingent liabilities or obligations of the Venture arising out of or in connection with the Venture. Such reserve may be paid over by the Liquidator to a bank or trust company to act as escrow agent. Any such escrow agent shall hold such reserves for payment of any of the aforementioned contingencies, and, at the expiration of such period as the Liquidator shall designate, distribute the balance thereafter remaining in the manner hereinafter provided.
(ii) Cash and all other assets of the Venture not sold pursuant to this Section 10.3 will be distributed among the Members in the same manner as Net Cash Flow in accordance with Section 5.1.
(b) The Members shall continue to share income, loss and other tax items during the period of such Liquidation in the same proportions as before dissolution. Subject to Sections 2.6(b) the Liquidator shall determine whether to sell any Venture property, and, if so, whether at a public or private sale, for what price, and on what terms. If the Liquidator determines to sell or otherwise dispose of any Venture property or any interest therein, the Liquidator shall not be required to do so promptly but shall do so in an orderly and commercially reasonable manner so as to avoid a distress sale.
(c) The obligation of any Member to the Venture or any other Member that shall have accrued and be unsatis...
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. 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. 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 dissolution of the Company, the Board of Managers, as provided in this Agreement, or if there shall be none, a trustee or liquidator appointed by unanimous consent of the Members 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 creditors other than Members (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) to Members who are creditors (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 other debts and liabilities of the Company owed to Members; and
(iii) to the Members in accordance with Section 7.1(a) hereof. Any Member may elect to receive distributions in kind of Common Stock held directly or indirectly by the Company to be distributed prior to any sale of shares of Common Stock or any Company Assets. In such case, the Company shall mark-to-market the shares of Common Stock based on the average (roundxx xo the nearest 1/10,000) of the closing prices of the Common Stock of Net2Phone during regular trading hours on the principal market on which shares of Common Stock of Net2Phone are then listed or quoted (whether the NASDAQ National Market, The New York Stock Exchange or another national securities exchange or association) for the twenty (20) trading days up to and including such date and distribute Common Stock to such electing Member in lieu of cash in the amount that such Member would have received pursuant to clause (iii) above if all shares of Common Stock were distributed to all the Members in a final liquidation of the Company after all obligations under clauses (i) and (ii) above are satisfied and the number of shares of Common Stock to be distributed to such electing Member are adjusted accordingly to satisfy such electing Member's pro rata share of such obligations.
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).
