Common use of Final Distribution Clause in Contracts

Final Distribution. Upon dissolution, the Company shall continue until the winding up of the affairs of the Company is completed. The assets of the Company shall be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation and including the establishment of any reserve which the liquidator(s) shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“Contingencies”). Any such reserve may be paid over by the liquidator(s) to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the liquidator(s) for application of the balance in the manner provided in this Section 8.2; and (b) The balance, if any, to the Members, pro rata to each of the Members in accordance with their Percentage Interests. (c) The Designated Members shall be the liquidators. In the event that the Designated Members are unable to serve as liquidators, a liquidating trustee shall be chosen by a Majority in Interest of Class A Members.

Final Distribution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. The assets of the Company shall be applied and distributed in the following order: (ai) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation liquidation, and including the establishment of any reserve reserves which the liquidator(s) Members then holding a Majority in Interest shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“Contingencies”). Any such reserve reserves may be paid over by the liquidator(s) Company to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the liquidator(s) Board for application of the balance in the manner provided in this Section 8.2; and (bii) The balance, if any, to the Members, pro rata to each of the Members in accordance with their Percentage Interests. (c) Sharing Percentages. The Designated Members Board shall be the liquidators. In the event that the Designated Members are Board is unable to serve as liquidators, a liquidating trustee shall be chosen by the Members then holding a Majority in Interest of Class A MembersInterest.