Common use of Distributions upon Termination Clause in Contracts

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 which correspond to the amount of such intended distributions. All distributions in kind to the Participants shall be made subject to the liability of each distributee for his, her or its allocable share of costs, expenses and liabilities previously incurred or for which CWEI has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee under this Section 7.02. The distribution of cash or property to a Participant in accordance with the provisions of this Section 7.02 constitutes a complete distribution to the Participant of his, her or its Interests and all the Designated Property and other assets and constitutes a compromise to which all Parties have consented. To the extent that a Participant returns funds to CWEI, it has no claim against any other Party for those funds.

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(c7.02 (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(d7.02(b) 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 N LA Hosston-CV III Participation Agreement.doc 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 which correspond to the amount of such intended distributions. All distributions in kind to the Participants shall be made subject to the liability of each distributee for his, her or its allocable share of costs, expenses and liabilities previously incurred or for which CWEI has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee under this Section 7.02. The distribution of cash or property to a Participant in accordance with the provisions of this Section 7.02 constitutes a complete distribution to the Participant of his, her or its Interests and in all the Designated Property and other assets and constitutes a compromise to which all Parties have consented. To the extent that a Participant returns funds to CWEI, it has no claim against any other Party for those funds.

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)7.02; (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);7.02; Participation Agreement - East Texas Bossier - Sunny#.DOC (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) 7.02 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 which correspond to the amount of such intended distributions. All distributions in kind to the Participants shall be made subject to the liability of each distributee for his, her or its allocable share of costs, expenses and liabilities previously incurred or for which CWEI has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee under this Section 7.02. The distribution of cash or property to a Participant in accordance with the provisions of this Section 7.02 constitutes a complete distribution to the Participant of his, her or its Interests and in all the Designated Property and other assets and constitutes a compromise to which all Parties have consented. To the extent that a Participant returns funds to CWEI, it has no claim against any other Party for those funds.

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(d7.02(b) 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 Xxxxxxxx Co Area Participation Agreement.doc 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 which correspond to the amount of such intended distributions. All distributions in kind to the Participants shall be made subject to the liability of each distributee for his, her or its allocable share of costs, expenses and liabilities previously incurred or for which CWEI has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee under this Section 7.02. The distribution of cash or property to a Participant in accordance with the provisions of this Section 7.02 constitutes a complete distribution to the Participant of his, her or its Interests and in all the Designated Property and other assets and constitutes a compromise to which all Parties have consented. To the extent that a Participant returns funds to CWEI, it has no claim against any other Party for those funds.

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 S LA VI Participation Agreement.doc 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 which correspond to the amount of such intended distributions. All distributions in kind to the Participants shall be made subject to the liability of each distributee for his, her or its allocable share of costs, expenses and liabilities previously incurred or for which CWEI has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee under this Section 7.02. The distribution of cash or property to a Participant in accordance with the provisions of this Section 7.02 constitutes a complete distribution to the Participant of his, her or its Interests and in all the Designated Property and other assets and constitutes a compromise to which all Parties have consented. To the extent that a Participant returns funds to CWEI, it has no claim against any other Party for those funds.

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(d7.02(b) were made in accordance with Section 5.05 0 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 N LA Bossier III Participation Agreement.doc 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 which correspond to the amount of such intended distributions. All distributions in kind to the Participants shall be made subject to the liability of each distributee for his, her or its allocable share of costs, expenses and liabilities previously incurred or for which CWEI has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee under this Section 7.02. The distribution of cash or property to a Participant in accordance with the provisions of this Section 7.02 constitutes a complete distribution to the Participant of his, her or its Interests and in all the Designated Property and other assets and constitutes a compromise to which all Parties have consented. To the extent that a Participant returns funds to CWEI, it has no claim against any other Party for those funds.