Common use of Distributions in Liquidation Clause in Contracts

Distributions in Liquidation. (a) Upon the dissolution and winding–up of the Company, the proceeds of sale and other assets of the Company distributable to the Members under Section 11.02(c)(iii) shall be distributed, not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704‑1(b)(2)(ii)(b)(2) to the Members in proportion to and in accordance with their respective Percentage Interests. (b) The parties intend that the allocations made pursuant to this Article VI shall produce final Capital Account balances of the Members that will permit liquidating distributions that are made in accordance with final Capital Account balances to be made in a manner identical to the order of priorities set forth in Section 6.03. With the election of the Managing Member, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding paragraph may be distributed to a trust reasonably established, for a reasonable period of time, for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 6.04 will be distributed to the Members from time to time by the trustee of the trust upon approval by the Members as a Major Decision in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement.

Distributions in Liquidation. (a) Upon the dissolution and winding–-up of the Company, the proceeds of the sale of the Property and other assets of the Company distributable to the Members under Section 11.02(c)(iii11.2(c)(iii) shall be distributed, not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704‑1(b)(2)(ii)(b)(21.704-1(b)(2)(ii)(b)(2) to the Members as provided in proportion to and in accordance with their respective Percentage InterestsSection 6.4 above as if such distributions are additional Net Capital Proceeds. (b) The parties intend that the allocations made pursuant to this Article VI shall produce final Capital Account balances of the Members that will permit liquidating distributions that are made in accordance with final Capital Account balances to be made in a manner identical to the order of priorities set forth in Section 6.03. With the election of the Managing Member, a A pro rata portion of the distributions that would otherwise be made to the Members under the preceding paragraph provisions of this Section 6.6 shall be withheld by the Liquidating Member in order to pay all debts and other liquidated amounts known to be owed by the Company and, with the Approval of the Members, an additional amount (pro rata as to each Member otherwise entitled to distributions upon liquidation) may be distributed to a trust reasonably established, for a reasonable period of time, for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 6.04 6.6 will be distributed to the Members from time to time by the trustee of the trust upon approval by the Members as a Major Decision in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed by the Company to the Members under this Agreement.