Common use of Distributions Upon Winding-Up Clause in Contracts

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).