Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:
(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;
(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and
(c) Third, to the Member.
Distribution Upon Termination. Upon termination of this Trust, Trustee shall liquidate the Trust fund and provide a final account to the Company and the Committee. To the extent Trust assets are sufficient, the Trustee shall pay to each Participant the appropriate Benefit Amount. After its final account has been settled as provided in Section 7.1(c), Trustee shall return to the Company any assets remaining after the distributions described in this Section 8.3. Upon making such distributions, Trustee shall be relieved from all further liability. The powers of Trustee hereunder shall continue so long as any assets of the Trust fund remain in its hands.
Distribution Upon Termination. When this Trust expires or is terminated in accordance with Section 6.1, the Trustee shall distribute the Trust Fund to Grantor less any full and adequate provision or reserves for any distributions to be made pursuant to any outstanding Demands under Sections 4.7 and 6.1.3 and any deductions authorized or required by Section 7.3.
Distribution Upon Termination. Upon termination of the Partnership, as provided herein, the following shall occur:
(a) First, any item of income, gain, loss, deduction and credit that has not heretofore been allocated pursuant to Articles VI and VII shall be so allocated;
(b) Second, liabilities owed to creditors of the Partnership, other than creditors who are Partners, shall be satisfied, whether by payment or the making of reasonable provisions for payment thereof (including provision for contingent liabilities determined by the General Partner to be appropriate for such purposes);
(c) Third, if any loans made to the Partnership by any Partner are then outstanding, such loans (including any accrued interest) shall be repaid in full or, if such loans cannot be repaid in full, cash shall be applied to the pro rata repayment of any such loans; and
(d) The remaining cash or non-cash assets shall be distributed to the Partners in accordance with their Capital Accounts; and thereafter in accordance with the Partners’ respective Percentage Interests.
Distribution Upon Termination. If this Trust terminates under the provisions of Section 11.1(a), the Trustee shall liquidate the Trust Fund and, after its final account has been settled as provided in Article VI, shall distribute to the Company and the Bank the net balance of any Company Trust Assets and Bank Trust Assets, respectively, and the net balance of the Expense Account, remaining after all Benefits and expenses have been paid. Upon making such distribution, the Trustee shall be relieved from all further obligations. The powers of the Trustee hereunder shall continue so long as any assets of the Trust Fund (including claims against the Company or the Bank) remain in its hands.
Distribution Upon Termination. Upon the dissolution and termination of the Company, the Managers shall take full account of the Company's assets and liabilities, the assets shall be liquidated as promptly as is consistent with obtaining fair value therefor, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:
(a) to the payment of all creditors, other than Members, in the order of priority as provided by the Act, except any claims of secured creditors whose obligations will be assumed or otherwise transferred on the liquidation of the Company's assets;
(b) to the payment of any obligations of the Company to any Member;
(c) to the establishment of any reserves which the Managers deem reasonably necessary for any contingencies or unforeseen liabilities or obligations of the Company. Such reserves shall be paid over by the Managers to an escrow agent or shall be held for the purpose of disbursing such reserves in payment of any of the said contingencies and, at the expiration of such period as the Managers shall deem advisable, the balance thereof shall be distributed in the manner and order provided in this Section 8.2; and
(d) to the payment of all Members of their respective positive capital accounts (after taking into account all capital account adjustments under Section 10.3 of this Agreement during the taxable year such liquidation occurs other than any adjustments for the liquidating distributions hereunder), including Members who resigned and received less than the fair value of their Membership Interests at the time of their resignation.
Distribution Upon Termination. Upon the termination of the Partnership, the General Partners, or if there is none, such other Person required by law to wind up the Partnership's affairs, shall proceed with the liquidation of the Partnership (including, without limitation, the sale or other disposition of any remaining Properties and cancellation of the Certificate of Limited Partnership), and the net proceeds of such liquidation shall be applied and distributed in accordance with the provisions of Section 8.3(b) hereof. During the period of winding up, liquidation and the final termination of the Partnership, the General Partners or any Person performing such actions may exercise all of the powers granted to the General Partners herein, and they may adopt such plan, method or procedure of liquidation as they may deem reasonable in order to effectuate an orderly liquidation. If the General Partners shall perform the foregoing functions, they shall be compensated therefor as provided in Sections 6.4 and 8 hereof, and if such functions shall be performed by Persons other than the General Partners, such Persons shall be entitled to reasonable compensation from the Partnership for their services.
Distribution Upon Termination. Upon liquidation of the Partnership, the assets of the Partnership remaining after the payment, or reasonable provision therefor, of all Partnership liabilities (and the establishment of reasonable reserves for contingent liabilities) shall be distributed to the Partners in proportion to and to the extent of the positive balances of their respective Capital Accounts. This Section 6.05 is intended to comply with the requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2) and shall be interpreted and applied in a manner consistent therewith.
Distribution Upon Termination. Upon the termination of the Trust, the Trustee shall, after the acceptance and approval of its account, distribute to each Participant or his Beneficiary, on a pro-rata basis to the extent of the Trust fund, in accordance with the written directions of the Trust Agent, owing to that Participant or Beneficiary under each Plan. After the satisfaction of all liabilities with respect to all Participants in the Plans and their Beneficiaries as certified to by the Trust Agent, the Trustee shall distribute any assets remaining in the Trust Fund to the Company in accordance with the Company's written direction. Upon completing such distributions, the Trustee shall be relieved and discharged. The powers of the Trustee shall continue as long as any part of the Trust Fund remains in its possession.
Distribution Upon Termination. If this Trust terminates, the Trustee shall liquidate the Trust Fund and, after its final account has been settled, shall distribute to the Company the net balance of any assets of the Trust remaining after (a) all expenses of the Trust have been paid and (b) all benefits have been fully distributed to the Participants or Beneficiaries. The powers of the Trustee hereunder shall continue so long as any assets of the Trust Fund remain under its control or the control of an Investment Manager.
