Common use of Distributions Upon Dissolution Clause in Contracts

Distributions Upon Dissolution. Proceeds from a sale of all or substantially all of the assets of the Company and amounts available upon dissolution, after payment of, or adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution, shall be distributed and applied in the following priorities: (a) FIRST, to fund reserves as deemed reasonably necessary by the Members, the Majority Member, as applicable, or the Liquidating Trustee for any contingent, conditional or unmatured liabilities or other obligations of the Company, which such reserves (i) may be paid to a bank (or other third party), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations, and (ii) shall at the expiration of such period(s) as the Members, the Majority Member, as applicable, or Liquidating Trustee may reasonably deem advisable, shall be distributed to the Members in accordance with Section 5.3; and (b) SECOND, in accordance with Section 5.3. If any assets of the Company are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their fair market value net of any liabilities encumbering such assets and, to the greatest extent possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. Solely for purposes of Section 5.2 and immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and loss that would have been recognized by the Company had the property being distributed been sold at fair market value shall be determined and allocated to those persons who were Members immediately prior to the effectiveness of such distribution in accordance with Section 5.2.

Distributions Upon Dissolution. Proceeds from a sale of all or substantially all of the assets of the Company and amounts available upon dissolution, after payment of, or adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution, shall be distributed and applied in the following priorities: (a) FIRSTFirst, to fund reserves as deemed reasonably necessary by the Members, the Majority Member, as applicable, or the Liquidating Trustee for any contingent, conditional or unmatured liabilities or other obligations of the Company, which such reserves (i) may be paid to a bank (or other third party), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations, and (ii) shall at the expiration of such period(s) as the Members, the Majority Member, as applicable, or Liquidating Trustee may reasonably deem advisable, shall be distributed to the Members in accordance with Section 5.3; and (b) SECONDSecond, in accordance with Section 5.3. If any assets of the Company are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their fair market value net of any liabilities encumbering such assets and, to the greatest extent possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. Solely for purposes of Section 5.2 and immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and loss that would have been recognized by the Company had the property being distributed been sold at fair market value shall be determined and allocated to those persons who were Members immediately prior to the effectiveness of such distribution in accordance with Section 5.2.

Distributions Upon Dissolution. Proceeds from a sale of all or substantially all of the assets of the Company and amounts available upon dissolution, after payment of, or adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution, shall be distributed and applied in the following priorities: (a) FIRST, to fund reserves as deemed reasonably necessary by the Members, the Majority Member, as applicable, Board of Advisors or the Liquidating Trustee for any contingent, conditional or unmatured liabilities or other obligations of the Company, which such reserves (i) may be paid to a bank (or other third party), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations, and (ii) shall at the expiration of such period(s) as the Members, the Majority Member, as applicable, Board of Advisors or Liquidating Trustee may reasonably deem advisable, shall be distributed to the Members in accordance with Section 5.35.03; and (b) SECOND, in accordance with Section 5.35.03. If any assets of the Company are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their fair market value net of any liabilities encumbering such assets and, to the greatest extent possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. Solely for purposes of Section 5.2 5.02 and immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and loss that would have been recognized by the Company had the property being distributed been sold at fair market value shall be determined and allocated to those persons who were Members immediately prior to the effectiveness of such distribution in accordance with Section 5.25.02.