Distribution upon Winding Up Sample Clauses

Distribution upon Winding Up. Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with Section 15(1) of the Act (to the extent applicable) and this Agreement. 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 Partnership (including satisfaction of all indebtedness to Partners 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 Partnership (“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 holders of the Series A Preferred Mirror Units as provided in Article XI; and (c) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
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Distribution upon Winding Up. Upon the commencement of the winding up of the Company, the Board, or any other Person designated by the Board (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Board determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with the Act (to the extent applicable) and this Agreement. 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 holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII, respectively; and (c) The balance, if any, to the Members, pro rata to each of the Members in accordance with their Percentage Interests.
Sample 1See All (4)
Distribution upon Winding Up. Upon commencement of winding up, the Partnership shall not be dissolved and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, a General Partner, or any other Person designated by a General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless a General Partner determines otherwise, liquidate the assets of the Partnership 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 Partnership (including satisfaction of all indebtedness to Partners and 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 Partnership (“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 8.03; and (b) The balance, if any, to the Partners in accordance with Section 4.01.
Sample 1Sample 2
Distribution upon Winding Up. Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with the Act (to the extent applicable) and this Agreement. 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 Partnership (including satisfaction of all indebtedness to Partners 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 Partnership (“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 holders of the Series A Preferred Mirror Units as provided in Article XI; and (c) Subject to as otherwise provided for in the terms of issue of any Classes of partnership interest or other partnership securities issued pursuant to Section 7.01, including as regards rights of preference, allocations of profits and losses and any other terms, including preferred terms, thereof, the balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Sample 1
Distribution upon Winding Up. (a) Subject to Section 10.2(b), Upon the occurrence of the Winding-Up Event, the assets of the Partnership shall be liquidated and the proceeds distributed as follows and in the following order of priority: (i) to pay all expenses incurred in the winding-up of the Partnership; (ii) to pay all of the liabilities of the Partnership in the manner required by law; (iii) to establish such reserves as the General Partner considers necessary for any contingent liabilities; (iv) to distribute any balance then remaining in the manner provided in Section 7.2, (b) Notwithstanding Section 10.2(a), if the Winding-Up Event is prompted by the determination set out in Section 10.1(d)(i), the assets of the Partnership shall be liquidated and the proceeds distributed as follows and in the following order of priority: (i) to pay all expenses incurred in the winding-up of the Partnership; (ii) to pay all of the liabilities of the Partnership in the manner required by law; (iii) to establish such reserves as the General Partner considers necessary for any contingent liabilities; (iv) to assist in satisfying the election of each Limited Partner holding Series 1 Seed Capital Units, which shall be requested by the General Partner providing notice to the Limited Partners, to receive compensation for each Series 1 Seed Capital Unit held by him or it of one of the following: (A) a $600 credit to such Limited Partner’s FNA and/or AgraCity account; or (B) a free one year extension to such Limited Partner’s then current FNA membership; and (v) distribute or use any balance then remaining in such manner as the General Partner sees fit. For clarity, the General Partner, on behalf of the Partnership, shall have no obligation to provide any compensation or refund to the holders of the Seed Capital Units, beyond facilitating the election provided for in Section 10.2(b)(iv) of this Agreement in respect of the Series 1 Seed Capital Units. Notwithstanding the foregoing, the General Partner, on behalf of the Partnership, shall maintain the discretionary right provided for in Section 10.2(b)(v). Series 2 Seed Capital Units carry no right of compensation whatsoever. Thereafter, provided the Partnership has no liabilities for which a reserve has not been established in accordance with subsection 10.2(a)(iii), the General Partner shall dissolve the Partnership in accordance with the Act. Notwithstanding any other provision herein, the General Partner shall not dissolve the Partnership in the event ...
Sample 1
Distribution upon Winding Up. Upon the occurrence of the Winding-Up Event, the assets of the Partnership shall be liquidated and the proceeds distributed as follows and in the following order of priority: (a) to pay all expenses incurred in the winding-up of the Partnership; (b) to pay all of the liabilities of the Partnership in the manner required by law; (c) to establish such reserves as the General Partner considers necessary for any contingent liabilities; and (d) to distribute any balance then remaining as prescribed by Section 9.1. Thereafter, provided the Partnership has no liabilities for which a reserve has not been established in accordance with Section 14.2(c), the General Partner shall dissolve the Partnership in accordance with the Act. Notwithstanding any other provision herein, the General Partner shall not dissolve the Partnership in the event that to do so would or would reasonably be expected to expose the Limited Partners to liability for any liability of the Partnership.
Sample 1

Related to Distribution upon Winding Up

  • Distribution upon Dissolution Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership 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 Partnership (including satisfaction of all indebtedness to Partners 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 Partnership (“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; and (b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows: (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Member determines to create for unmatured and/or contingent liabilities or obligations of the Company. (b) Second, to the Member.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Dissolution Winding Up (a) The Company shall be dissolved upon: (i) the adoption of a plan of dissolution by the Sole Member or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act. (b) Any dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Delaware Limited Liability Company Act. (c) Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Sole Member shall designate one or more persons (the “Liquidating Trustees”) to accomplish the winding up of the business and affairs of the Company. Upon their designation, the Liquidating Trustees shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Delaware Limited Liability Company Act. In winding up the business and affairs of the Company, the Liquidating Trustees may take any and all lawful actions that they determine in their sole discretion to be in the best interests of the Sole Member, including, but not limited to, any actions relating to: (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company; (ii) the payment, settlement or compromise of existing claims against the Company; (iii) the making of reasonable provisions for payment of contingent claims against the Company; and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Liquidating Trustees to minimize the losses that may result from a liquidation.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Termination Upon Repurchase or Liquidation of All Mortgage Loans. ....................................................................................147 SECTION 9.02

  • Dissolution Winding Up and Termination Upon the occurrence of a liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which they may deem necessary or desirable to wind up the Partnership's affairs, having for such purpose all the powers referred to and provided for in Article VI appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partner may designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership's assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.

  • DISTRIBUTIONS AFTER DISSOLUTION Upon dissolution, the Company must pay its debts before distributing cash, assets, or capital to the Member or the Member’s interests. The Member agrees that any distributions occurring after the dissolution of the Company will follow the process outlined in this Agreement and Section 00-00-000 of the Act.

  • Winding Up Affairs Upon Termination In the event that this Contract is terminated for any reason, the parties agree that the provisions of this paragraph survive termination: i. The parties shall account for and properly present to each other all claims for fees and expenses and pay those which are undisputed and otherwise not subject to set off under this Contract. Neither party may withhold performance of winding up provisions solely based on nonpayment of fees or expenses accrued up to the time of termination; ii. Contractor shall satisfactorily complete work in progress at the agreed rate (or a pro rata basis if necessary) if so requested by the City; iii. Contractor shall execute any documents and take any actions necessary to effectuate an assignment of this Contract if so requested by the City; and iv. Contractor shall preserve, protect and promptly deliver possession to the City of all proprietary information in accordance with paragraph (21). v. In the event that dispute(s) arise during the winding up of affairs upon termination, the parties agree to meet and negotiate in good faith to resolve any such dispute(s).

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