Distributions Following Dissolution and Liquidation Sample Clauses

Distributions Following Dissolution and Liquidation. ‌ (a) Upon dissolution and liquidation of the Partnership, the General Partner shall, on behalf of the Partnership, within no more than 30 days after the issuance of a final audit of the Partnership's financial statements, make distributions out of the Partnership's assets, in the following manner and order: (i) to creditors, including Partners that are creditors, to the extent otherwise permitted by applicable law, in satisfaction of liabilities of the Partnership (whether by payment or by establishment of reserves); and (ii) to the Partners in the proportion of their respective Capital Accounts. (b) If the General Partner determines in its reasonable discretion that it is in the best interest of the Partners that any assets of the Partnership be put into a Special Purpose Vehicle and that the interests in such Special Purpose Vehicle be distributed to the Partners in connection with the dissolution and liquidation of the Partnership, the General Partner may structure and implement such a Special Purpose Vehicle having such terms as the General Partner shall determine in its reasonable discretion. (c) The General Partner, in its sole discretion, or a Majority-in-Interest if the Partnership no longer has a General Partner, may designate one or more liquidators, including one or more members of the General Partner, that shall have the authority to wind up and liquidate the business of the Partnership and to make final distributions on behalf of the Partnership as provided in this Section 8.04. The General Partner, in its sole discretion, or a Majority-in-Interest if the Partnership no longer has a General Partner, may revoke the designation of any liquidator or designate a successor or additional liquidator or liquidators by an instrument in writing signed by the General Partner or a Majority-in-Interest, as the case may be. Any such liquidator may receive such compensation as the General Partner or a Majority-in-Interest, as the case may be, may determine. (d) In the event that the Final Distribution Date is other than the last day of a Fiscal Year, the Final Distribution Date shall be deemed to be the last day of a Fiscal Year for purposes of adjusting the Capital Accounts of the Partners pursuant to Sections 5.03, 5.04 and 5.09. For purposes of distributing the assets of the Partnership upon the dissolution and liquidation of the Partnership, the General Partner shall be entitled to a return, on a pari passu basis with the Limited Partners, of the amount...
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Related to Distributions Following Dissolution and Liquidation

  • Dissolution and Liquidation (Check One)

  • Termination and Liquidation Section 9.01.

  • Dissolution Liquidation and Termination 60 Section 13.1. Dissolution..........................................................................60

  • Dissolution; Liquidation In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • 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.

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • DISSOLUTION, LIQUIDATION AND MERGER 51 Section 9.1. Dissolution upon Expiration Date......................................................51 Section 9.2.

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

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