Common use of LIQUIDATING DISTRIBUTIONS; PRIORITY Clause in Contracts

LIQUIDATING DISTRIBUTIONS; PRIORITY. Subject to Section 18-804 of the Delaware Act, the proceeds of liquidation shall be applied in the following order of priority: (a) First, to creditors of the Company, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), and to pay the costs and expenses of dissolution and winding up; and to establish any reserves which the liquidator may deem necessary or advisable for the payment of the Management Fee; and (b) Thereafter, among the Members equally on a per Unit basis.