GAINS OR LOSSES IN PROCESS OF LIQUIDATION Sample Clauses

GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gain or loss on disposition of Partnership properties in the process of liquidation shall be credited or charged to the Partners in the proportions set forth in Sections 6.2 and/or 6.3, as applicable at the time. Any property distributed in kind in the liquidation shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Partners in the proportions of their interest in profits as specified in Section 6.2 and/or 6.3, as applicable at the time.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gain or loss on disposition of Company properties in the process of liquidation shall be credited or charged to the Members in accordance with their Membership Interest. Any property distributed in kind in the liquidation shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Members in accordance with their Membership Interest, subject, however, to any allocation of gain or loss which may otherwise be required under the Internal Revenue Code of 1986, as amended.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any property distributed in kind in liquidation shall be treated as though the property were sold at its fair market value and the cash proceeds were distributed. The difference between the value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited to or charged against the interest of the Partners in the proportions set forth in Article 6. In the event there is Partnership property which has not been sold and the undivided interests distributed to the respective Partners, such property will be distributed subject to such liens, encumbrances, restrictions, contracts, obligations, commitments or undertakings as existed with respect to such property at the time acquired by the Partnership or were subsequently created or entered into by the Partnership, and otherwise not released or terminated.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gain or loss on disposition (including the distributions described in Section 9.4 below) of Company property in the process of liquidation shall be allocated to the Members in accordance with the provisions of Article 3 and be credited or charged to the Capital Accounts of such Members accordingly. Distributions in Kind. Although the Managing Member will make a good faith attempt to liquidate such amounts into cash, the Managing Member may elect to pay all or a portion of amounts distributable to Members upon the winding up of the Company pursuant to this Article 9 in the form of securities; provided that no Member shall be required to accept more than its pro rata share of any security. The Managing Member may cause certificates evidencing any securities to be distributed to any Members to be imprinted with legends as to such restrictions on transfers that the Managing Member may deem necessary or appropriate, including legends as to applicable federal or state securities laws or other legal or contractual restrictions, and may require the Member receiving such securities to agree in writing that such securities will not be transferred except in compliance with all such restrictions and to such other matters as the Managing Member may deem necessary or appropriate.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gains or losses on disposition of the Hub in the process of liquidation shall be credited or charged to the Partners in the manner specified in Article IX. No property shall be distributed in kind.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gains or losses on disposition of the Network in the process of liquidation shall be credited or charged to the Partners in the manner specified in Article IX. No property shall be distributed in kind.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gain or loss on disposition of the Partnership properties in the process of liquidation shall be credited or charged to the Partners in accordance with their Percentage Interest. Any property distributed in kind in the liquidation shall be valued and treated as though the property was sold and the cash proceeds were distributed. The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Partners in accordance with their Percentage Interest.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gain or loss in disposition of Partnership properties in the process of liquidation shall be credited or charged among the outstanding Shares of Partnership interest in the proportion that a Partner's Shares (including, fractional Shares) bears to the total number of Shares of Partnership interest outstanding.
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GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gain or loss on disposition of Partnership properties in the process of liquidation shall be credited or charged to the Partners in the percentages set forth in § 6.2 of ARTICLE 6. Any property distributed in kind in the liquidation shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Partners in the percentages set forth in § 6.2 of ARTICLE 6. The Partnership items described in this Section shall be allocated pursuant to § 704(c) of the Code to the extent applicable, as provided in § 5.1 of this Agreement.
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Related to GAINS OR LOSSES IN PROCESS OF LIQUIDATION

  • Allocations During Period of Liquidation During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Article III of this Agreement.

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Orderly Liquidation A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the losses normally attendant upon a liquidation.

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Termination and Liquidation 4.1 If, at any time:

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

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