Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below:
(a) Debts of the Tax Partnership created pursuant to the Agreement, other than to Tax Partners, including, except as provided in Paragraph 9(e), all amounts due and owing to the Insurer, shall be paid.
(b) Debts owed among the Tax Partners created pursuant to the Agreement shall be paid.
(c) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor.
(d) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties.
(e) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination, in the following order or priority:
(i) to the Class A and Class I Certificateholders, pro rata; and
(ii) to the Class IC Certificateholder; provided, that in the event of an optional termination of the Trust under Section 16.02 of the Agreement, all amounts due and owing to the Insurer shall be paid to the Insurer after the distribution to the Class A and Class I Certificateholders pursuant to clause (i) of this Paragraph 9(e) and prior to the distribution to the Class IC Certificateholder pursuant to clause (ii) of this Paragraph 9(e).
Distributions upon Termination. Upon termination of this Agreement, CWEI shall distribute all Designated Property (or proceeds therefrom) to the Parties as follows:
(a) CWEI may sell any or all Designated Property and other assets, including to Parties, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Parties in accordance with Section 7.02(c);
(b) With respect to all Designated Property that has not been sold, the fair market value of such Designated Property shall be determined by CWEI and any unrealized income, gain, loss, and deduction inherent in such property that has not been reflected in the Capital Accounts of the Parties previously shall be allocated among the Parties in accordance with Section 7.02(c);
(c) All items of income, gain, loss and deduction referred to in Sections 7.02(a) and (b) shall be allocated among the Parties in such a manner as to cause, to the maximum extent possible, the positive Capital Account balance of each Party to equal the distribution such Party would receive if the distributions upon liquidation of the proceeds described in Section 7.02(a) and proceeds equal in amount to the fair market value of property described in Section 7.02(d) were made in accordance with Section 5.05 of this Agreement;
(d) Designated Property (and proceeds therefrom) shall then be distributed among the Parties in accordance with the positive Capital Account balances of the Parties, as determined after taking into account all Capital Account adjustments for the taxable year of the Tax Partnership during which the termination of this Agreement occurs (other than those made by reason of distributions pursuant to this clause (d)), and those distributions shall be made by the end of the taxable year of the Tax Partnership during which the termination of this Agreement occurs (or, if later, 90 days after the date of the liquidation);
(e) It is intended that the distributions made to each Party pursuant to this Section 7.02 be equal to the distributions to which such Party would be entitled if liquidating distributions were made in accordance with Section 5.05 of this Agreement. To the extent the Parties’ positive Capital Account balances after application of Section 7.02(c) do not correspond to the amounts of such intended distributions, the allocations provided for in Exhibit D for the taxable year in which the liquidation occurs shall be adjusted, to the maximum extent possible, to produce Capital Account balances whic...
Distributions upon Termination. Upon the termination of the Trust in accordance with the terms of this Agreement, the Trustee shall make distributions to the Company pursuant to Section 2.07.
Distributions upon Termination. Upon termination of the Agreement pursuant to its terms, the activities of the Tax Partners under this Annex A shall be concluded and the assets subject to the Agreement and this Annex A shall be distributed to the Tax Partners in the manner and in the order set forth below:
(a) Debts of the Tax Partnership created pursuant to the Indenture on the Trust Agreement, other than to Tax Partners, shall be paid.
(b) All cash on hand representing unexpended contributions by any Tax Partner shall be returned to the contributor.
(c) The Tax Partners' Capital Accounts shall be adjusted by: (i) assuming the sale of all remaining assets at their fair market values as of the date of termination of the Trust Agreement; and (ii) debiting or crediting each Tax Partner's Capital Account with the Tax Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Tax Partner's Capital Account would be debited or credited under Paragraph 6 above for gains or losses on actual sales of such properties.
(d) All Tax Partnership assets shall be distributed to the Tax Partners in accordance with their respective Capital Account balances as so adjusted by the later of: (i) the end of the Tax Partnership's taxable year in which the termination occurs; or (ii) within 90 days after the date of such termination.
Distributions upon Termination. Upon termination of the provisions of this Attachment pursuant to paragraph 3 above, the activities of the parties under this Attachment shall be concluded and the assets subject to the Agreement and this Attachment shall be distributed to the parties in the manner and in the order set forth below:
(a) Debts of the parties created pursuant to operations under the Agreement, other than to the parties, shall be paid.
(b) Debts owed among the parties with respect to operations pursuant to the Agreement shall be paid.
(c) All cash on hand representing unexpended contributions by any party shall be returned to the contributor.
(d) The parties' capital accounts shall be adjusted by (i) assuming the sale of all remaining assets subject to the Agreement for cash at their respective fair market values as of the date of termination of the Agreement and (ii) debiting or crediting each party's capital account with the party's respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such party's capital account would be debited or credited under subparagraph (b) of paragraph 4 for gains or losses on actual dispositions of such properties.
(e) If the capital account of any party (stated as a percentage of the aggregate capital accounts of all parties) is less than that party's undivided interest in Leases owned by the Participants, as set forth in Section 2(a) of the Agreement, then such party may elect, upon ten days notice to the other parties, to contribute cash to the tax partnership for distribution to the other parties in an amount sufficient to cause such contributing party's capital account (stated as a percentage of the aggregate capital accounts of all parties) and its undivided interest in Leases owned by the Participants, as set forth in Section 2(a) of the Agreement, to be equal.
(f) Thereafter, all remaining assets shall be distributed to the parties by the later of (i) the end of the tax partnership taxable year in which the termination occurs or (ii) 90 days after the date of such termination, in accordance with their respective capital account balances as so adjusted; provided, however that any party that has a capital account of less than zero after taking into account the adjustments and distributions provided for pursuant to and in the subparagraphs of this paragraph 9 shall contribute an amount of cash to the tax partnership sufficient to cause its capital account to have a zero balance by the late...
Distributions upon Termination. Upon termination of this Agreement, CWEI shall distribute all Designated Property (or proceeds therefrom) to the Parties as follows:
Distributions upon Termination. Unless the business of the Company is continued, upon the termination and dissolution of the Company, the Managers, or if there are none, such other Person required by law to wind up the Company’s affairs, shall proceed with the liquidation of the Company (including cancellation of the Certificate), and the net proceeds of such liquidation shall be applied and distributed in accordance with the Capital Account balances of the Members.
Distributions upon Termination. Upon termination of this Agreement, CWEI shall distribute all Designated Property (or proceeds therefrom) to the Parties as follows:
(a) CWEI may sell any or all Designated Property and other assets, including to Parties, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Parties in accordance with Section 7.02(c);
(b) With respect to all Designated Property that has not been sold, the fair market value of such Designated Property shall be determined by CWEI and any unrealized income, gain, loss, and deduction inherent in such property that has not been reflected in the Capital Accounts of the Parties previously shall be allocated among the Parties in accordance with Section 7.02(c);
Distributions upon Termination. Upon termination of the LLC, distributions will be made in accordance with Section 12.3.
Distributions upon Termination. In the event this Agreement is terminated, except as provided in Section 8.3, the termination shall not cause a distribution of benefit payments. Rather, upon such termination the Accrued Liability Balance shall be frozen and benefit distributions will be made at the earliest distribution event permitted under Articles 2 or 3 herein. Any termination of this Agreement shall not have the effect of either reducing or enhancing the Executive’s vested benefit, determined as of the date of the Agreement termination.
