Common use of Distributions on Liquidation Clause in Contracts

Distributions on Liquidation. Upon liquidation of the Company, its business shall be wound up, the Board (or other Person designated by all of the Members) shall take full account of the Company assets and liabilities, and all assets (tangible and intangible) shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Members in accordance with Article 7 as if such assets had been sold at their fair market value at the time of the liquidation. If any assets are distributed to a Member, rather than sold, the Distribution shall be treated as a Distribution equal to the fair market value of the assets at the time of the liquidation. The assets of the Company shall be applied and distributed in the following order of priority: (a) To the payment of all debts and liabilities of the Company, including without limitation all debts due the Members, Governors, Managers and their Affiliates, in the order of priority as provided by law; (b) To the establishment of any reserves deemed necessary by the Board or other Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company; and (c) To the Members, ratably in proportion to the credit balances in their respective Capital Accounts, in an amount equal to the aggregate credit balances in the Capital Accounts after and including all allocations to the Members under Article 7, including the allocation of any Profit or Loss from the sale, exchange or other disposition (including a deemed sale pursuant to this Section 15.3) of the Company's assets. (d) Last, to the Members in proportion to their Percentage Interests. The Company may offset any amount due a Member under this Section 15.3 by the amounts of (i) any debts owed the Company by the Member, and (ii) any damages suffered by the Company as a result of an Event of Default with respect to that Member, or that Member's other breach (if any) of this Agreement or any Contribution Agreement by which such Member is bound.

Distributions on Liquidation. Upon liquidation dissolution of the Company, its the business of the Company shall be wound up, the Board (or other Person designated by all of the Members) shall take full account of the Company assets and liabilities, and all assets (tangible and intangible) shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Members in accordance with Article 7 Section 9, as if such assets had been sold at their fair market value at the time of the liquidation. If any assets are distributed to a Member, rather than sold, the Distribution distribution shall be treated as a Distribution distribution equal to the fair market value of the assets at the time of the liquidation. The Upon liquidation, the assets of the Company shall be applied and distributed in the following order of priority: (a) a. To the payment of all debts and liabilities of the Company, including without limitation all debts due any loans or advances that may have been made by the Members, Governors, Managers and their AffiliatesMembers to the Company, in the order of priority as provided by law; (b) b. To the establishment of any reserves deemed necessary by the Board or other the Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company; and; (c) c. To the Members as provided in Section 10.2.b.(iii); d. To the Members, ratably in proportion to the credit balances in their respective Capital Accounts, in an amount equal to the aggregate credit balances in the Capital Accounts after and including all allocations to the Members under Article 7Section 9, including the allocation of any Profit income, gain or Loss loss from the sale, exchange or other disposition (including a deemed sale pursuant to this Section 15.313.3) of the Company's assets.; (d) Last, to e. To the Members in proportion to their Percentage Interests. The Company may offset ; f. Notwithstanding anything contained herein to the contrary, any amount due Member with a Member under this Section 15.3 by the amounts of (i) any debts owed negative balance in its Capital Account shall have no obligation to pay to the Company by any funds to eliminate the Member, and (ii) any damages suffered by the Company as a result of an Event of Default with respect to that Member, or that Member's other breach (if any) of this Agreement or any Contribution Agreement by which such Member is boundnegative balance in its Capital Account.

Distributions on Liquidation. 16.2.1 Upon liquidation of the Company, its business shall be wound up, the Board (or other Person designated by all of the Members) shall take full account of the Company assets Property and liabilities, and all assets Property (tangible and intangible) shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are Property is not sold, gain or loss shall be allocated to the Members in accordance with Article 7 as if such assets Property had been sold at their its fair market value at the time of the liquidation. If any assets are Property is distributed to a Member, rather than sold, the Distribution shall be treated as a Distribution equal to the fair market value of the assets Property at the time of the liquidation. The assets Property of the Company shall be applied and distributed in the following order of priority: (a) To : First, to the payment of all debts and liabilities of the Company, including without limitation all debts due the Members, Governors, Managers and their Affiliates, and including all amounts outstanding under the Loan Agreement and any other loans or advances that may have been made by the Members of the Company, in the order of priority as provided by law; (b) To ; Second, to the establishment of any reasonable reserves deemed necessary by the Board or other Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company; and Third, to the Members, ratably, in proportion to the extent of the excess of the Original Capital Contribution (cas defined in Section 6.1.6) To in cash or property (if any) of each Member over (i) all Distributions made to such Member pursuant to Section 8.1.1 or 8.2 that are not in proportion to all Members' Units; and (ii) all Losses allocated to such Member pursuant to Section 7.3, which have not been offset by allocations of Profits to such Member pursuant to Section 7.2.1; Fourth, to the Members, ratably in proportion to the credit balances in their respective Capital Accounts, in an amount equal to the aggregate credit balances in the Capital Accounts after and including all allocations to the Members under Article 7, including the allocation of any Profit or Loss from the sale, exchange or other disposition (including a deemed sale pursuant to this Section 15.3Section) of the Company's assets. (d) Property; and Last, to the Members in proportion accordance with their respective number of Units; provided, however, that in no event shall any Member receive any distribution pursuant to their Percentage Interests. this Section 16.2 with respect to any Units of Membership Interest that are not vested (or are to become vested upon a liquidation that would trigger this provision) pursuant to the terms of the Management Contract or any other agreement between such Member and the Company that restricts ownership of some or all of such Member's Units. 16.2.2 The Company may offset any amount due a Member under this Section 15.3 16.2 by the amounts of (i) any debts owed the Company by the Member, and (ii) any damages suffered by the Company as a result of an Event of Default with respect to that Member, or that Member's other breach (if any) of this Agreement or any Contribution Agreement by which such Member is boundAgreement.

Distributions on Liquidation. Upon liquidation of the Company, its business shall be wound up, the Board (or other Person designated by all of the Members) shall take full account of the Company Company's assets and liabilities, and all assets (assets, whether tangible and or intangible) , shall be distributed to the Members or liquidated as promptly as is consistent with obtaining the fair value thereof, as determined by the Board. If any assets are not sold, gain or loss shall be allocated to the Members in accordance with Article 7 4 as if such assets had been sold at their fair market value at the time of the liquidation. If any assets are distributed to a Member, rather than sold, the Distribution shall be treated as a Distribution distribution equal to the fair market value of the assets at the time of the liquidation. The assets of the Company shall be applied and distributed in the following order of priority: (a) To to the payment of all debts and liabilities of the Company, including without limitation all debts fees due the Members, GovernorsDirectors, Managers Officers and their Affiliates, and including any loans that may have been made by the Members of the Company, in the order of priority as provided by law; (b) To to the establishment of any reserves deemed necessary by the Board or other Person winding up the Company's affairs of the Company for any contingent liabilities or obligations of the Company; and; (c) To to the Members, ratably in proportion to the credit balances (taking into account the Distributions previously made under this Section 10.3) in their respective Capital Accounts, in an amount equal to the aggregate credit balances in the Capital Accounts after and including all allocations to the Members under Article 74, including the allocation of any Profit or Loss from the sale, exchange or other disposition (including a deemed sale pursuant to this Section 15.310.3) of the Company's assets.; and (d) Lastfinally, to the Members ratably in proportion to accordance with their Percentage InterestsUnits. The Company may offset any amount due a Member under this Section 15.3 10.3 by the amounts of (i) any debts owed the Company by the Member, and (ii) any damages suffered by the Company as a result of an Event of Default with respect to that Member, or that Member's other breach (breach, if any) , of this Agreement or any Contribution Agreement by which such Member is boundAgreement.