Distributions Upon Winding-Up. Upon the dissolution and winding up of the Partnership, the assets of the Partnership will be distributed in the following order of priority:
Distributions Upon Winding-Up. Upon the dissolution and winding up of the Partnership, the assets of the Partnership will be distributed in the following order of priority:
(a) To the payment of the debts and liabilities of the Partnership (other than Capital Accounts and Partner loans to the Partnership) and the expenses of winding-up, including the establishment of any reserves to pay any anticipated and contingent liabilities or obligations which the General Partners, in their sole discretion, deem appropriate. Any such reserves will be charged against the Partners’ Capital Accounts on a pro rata basis based upon the proportion of each Partner’s Capital Account to the total of all Partners’ Capital Accounts, and prior to payment of such liabilities and obligations, will be placed in the hands of an escrow agent for such period and upon such terms as the General Partners will determine; and then,
(b) To repay any loans to the Partnership by a Partner, including any deferred payment obligation to a Partner or a Partner’s personal representative as the result of a redemption by the Partnership of such Partner’s interest; and then,
(c) To the Partners in an amount equal to any credit balance in their Capital Accounts (as a negative Capital Account balance will be considered a loan from the Partnership to the Partner for the purpose of determining distributions upon dissolution), so that the Capital Account of each Partner will be brought back to zero; and then,
(d) The balance, if any, will be distributed to the Partners in proportion to their respective percentage interests in the Partnership.
Distributions Upon Winding-Up. Within a reasonable period of time following the occurrence of the Dissolution Event, after allocating all Net Income, Net Loss and other items of income, gain, loss or deduction pursuant to Sections 3.4 (Allocation) and 3.5 (Special Allocations), the Company's assets (except for assets reserved pursuant to Section 8.3 (Assets Reserved and Pending Claims)) shall be applied and distributed in the following manner and order of priority:
(i) the claims of all creditors of the Company (including Members except to the extent not permitted by law) shall be paid and discharged other than liabilities for which reasonable provision for payment has been made;
(ii) to the Members in accordance with the positive balances of their respective Capital Accounts; and
(iii) thereafter, to the Members in accordance with Section 3.3(a) (Distributions -- General). Notwithstanding anything to the contrary in this Agreement, liquidating distributions shall be made no later than the last to occur of (x) 90 days after the date of disposition (including pursuant to Section 8.3 (Assets Reserved and Pending Claims)) of the last remaining asset of the Company and (y) the end of the Company's taxable year in which the disposition referred to in clause (x) above shall occur. This Section 8.2(b) is intended to comply with, and shall be interpreted consistently with, the requirements of Regulation section 1.704-1(b)(2)(ii)(b)(2).
Distributions Upon Winding-Up. Cash available for distribution in connection with the liquidation, termination and winding up of the Company shall be distributed in accordance with the provisions of Article 12.
Distributions Upon Winding-Up. Upon dissolution of the Company and the winding-up of the Company’s affairs in accordance with Section 26(b), the assets of the Company shall, subject to the requirements of applicable Delaware law, be applied and distributed in the following order of priority:
Distributions Upon Winding-Up. Except as otherwise provided in this Article, the winding-up and dissolution of the Company shall involve:
(a) The orderly sale or other disposition of the Company’s non-cash assets within a commercially reasonable time.
(b) The payment or settlement of (and where appropriate, the establishment of reasonable reserves for) the Company’s debts and other obligations, including to Members who are creditors, in the order of priority and to the extent provided by law.
Distributions Upon Winding-Up. The General Partner shall, as soon as practicable following the occurrence of a Termination Event, wind up the affairs of the Partnership, sell or otherwise dispose of the Partnership’s assets other than HMG Securities, and after the satisfaction of the Partnership’s liabilities to its creditors (or provision therefor) in the order of priority provided by law, shall apply and distribute the assets of the Partnership to the Partners in accordance with the priorities set forth in Schedule 5.2, it being agreed that HMG Securities constituting assets of the Partnership shall not be sold, disposed of or otherwise liquidated and shall be distributed to the Partners in-kind in accordance with the priorities set forth in paragraph (b) of Schedule 5.2 (the “Final Distribution”); provided that for purposes of calculating the General Partner’s entitlement to Carried Interest in the Final Distribution (or the GP Departure Distribution), any HMG Securities distributed in kind in such Final Distribution shall be valued at such HMG Securities’ 30-Day Trailing VWAP as of the date of the applicable Disabling Event or the applicable Restructuring Date.
Distributions Upon Winding-Up. Within a reasonable period of time following the occurrence of the Dissolution Event, after allocating all Net Profit, Net Loss and other items of income, gain, loss or deduction pursuant to Sections 6.2 and 6.3, the Cooperative’s assets (except for assets reserved pursuant to Section 8.3) shall be applied and distributed in the following manner and order of priority: the claims of all creditors of the Cooperative (including Members except to the extent not permitted by law) shall be paid and discharged other than liabilities for which reasonable provision for payment has been made; and thereafter, to each Member [in proportion to the combined positive balance of his or her Cash Account and Service Account.] Notwithstanding anything to the contrary in this Agreement, liquidating distributions shall be made no later than the last to occur of: (i) 90 days after the date of disposition (including pursuant to Section 8.3) of the last remaining asset of the Coop, or (ii) the end of the Coop’s taxable year in which the disposition referred to in clause (i) above shall occur. Distributions in Kind. Cooperative assets for distribution in kind shall be allocated to the Members. Notwithstanding any other provision of this Agreement, the amount by which the fair market value of any property to be distributed in kind to the Members (including property distributed in liquidation) exceeds or is less than the adjusted basis of such property shall, to the extent not otherwise recognized by the Cooperative, be taken into account in computing income, gains and losses of the Cooperative for purposes of crediting or charging the Service Accounts of and distributing proceeds to the Members, pursuant to this Agreement.
Distributions Upon Winding-Up. Upon the winding up of the affairs of the Company, the Company’s assets shall be distributed as follows:
(a) first, to creditors, including Members [and Managers] who are creditors to the extent permitted by law, in satisfaction of the debts and liabilities of the Company; and
(b) second, to Members, in proportion to their respective Percentage Interests.
Distributions Upon Winding-Up. Within a reasonable period of time following the occurrence of the Dissolution Event, after allocating all Net Income, Net Loss and other items of income, gain, loss or deduction pursuant to Section 3.4 (such allocations to be determined as if distributions were to be made pursuant to Section 3.3 rather than this Section 8.2), the Partnership’s assets (except for assets reserved with respect to each Portfolio Fund pursuant to Section 8.3) shall be applied and distributed in accordance with Section 3.3; provided, that, upon the disposition of the last remaining Investment by the Partnership, distributions from the Partnership shall be applied and distributed in the following manner and order of priority:
