Common use of Distributions and Other Matters Clause in Contracts

Distributions and Other Matters. Promptly upon the dissolution of the Company, the Liquidator shall (i) Purge all Member Data that remains under the Company’s possession or control, (ii) liquidate any non-cash assets of the Company (for avoidance of doubt, Member Data shall not be liquidated), and (iii) apply and distribute any cash and any proceeds of liquidation, to the extent available, in the following order of priority: (a) to payment of the debts and liabilities of the Company (other than those to Members) in the order of priority provided by law; (b) to payment of the expenses of liquidation of the Company in the order of priority provided by law; (c) to the setting up of such reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company business; provided that any such reserve will be held by the Liquidator for the purposes of disbursing such reserves in payment of any of the aforementioned contingencies and, at the expiration of such period as the Liquidator shall deem advisable (but in no case to exceed eighteen (18) months from the date of dissolution unless an extension of time is consented to by a Majority in Interest), to distribute the balance thereafter remaining in the manner hereinafter provided; (d) to the Members or Manager in repayment of the entire principal amounts of any outstanding loans from any such Member or Manager made to the Company together with all accrued but unpaid interest thereon, first on account of accrued interest thereon (in proportion to the interest so accrued) and then in repayment of the principal amounts thereof (in proportion to the respective outstanding amounts of principal); and, thereafter, (e) to the Members in accordance with their respective Base Percentages.