Liquidation Allocations Sample Clauses
The Liquidation Allocations clause defines how the proceeds from the liquidation of a company or its assets are distributed among stakeholders. Typically, this clause outlines the order of priority for payments, such as first repaying creditors, then preferred shareholders, and finally common shareholders, based on their respective rights and interests. By clearly specifying the allocation process, the clause ensures fairness and transparency in distributing assets during liquidation, thereby minimizing disputes and providing certainty to all parties involved.
Liquidation Allocations. If upon the liquidation of the Company, the Capital Account with respect to each Series A Preferred Unit does not equal the KRP Series A Redemption Price, then items of gross income, gain, loss and deduction will be allocated to the Series A Preferred Unitholders, Pro Rata, in a manner such that, to the extent possible, the Capital Account balance with respect to each such Series A Preferred Unit equals the KRP Series A Redemption Price; provided that such Capital Account balance shall be determined after giving effect to (x) all Capital Contributions made with respect to such Series A Preferred Unit, (y) all distributions made with respect to such Series A Preferred Unit, and (z) all allocations made pursuant to this Section 6.1 with respect to such Series A Preferred Unit for all periods. If, after making such allocations, the Capital Account balance with respect to each such Series A Preferred Unit does not equal the KRP Series A Redemption Price, then (i) to the extent the KRP Series A Redemption Price exceeds such Capital Account balance, the Company will make a guaranteed payment to the Series A Preferred Unitholders, Pro Rata, in an aggregate amount equal to the amount of such excess for each Series A Preferred Unit, and the deduction with respect to the guaranteed payments will be allocated 100% to the Common Unitholders, Pro Rata, or (ii) to the extent such Capital Account balance exceeds the KRP Series A Redemption Price, the Company will make a guaranteed payment to the Common Unitholders, Pro Rata, in an aggregate amount equal to the amount of such excess for each Series A Preferred Unit, and the deduction with respect to the guaranteed payments will be allocated 100% to the Series A Preferred Unitholders, Pro Rata.
Liquidation Allocations. It is intended that immediately before any distribution in liquidation to the Members pursuant to Section 14.5 of the Agreement, each Member's Capital Account balance shall, when divided by the sum of all Capital Account balances, yields a percentage equal to such Member's Percentage Interest.. This intended Capital Account balance for a Member is referred to as such Member's "TARGETED CAPITAL ACCOUNT Balance." Notwithstanding anything to the contrary in this Exhibit D, if upon a termination and liquidation of the Company, any Member's ending Capital Account balance, determined without regard to this Paragraph 1.4(i), immediately before the distributions to be made pursuant to Section 14.5 of the Agreement, would differ from its Targeted Capital Account Balance, then the Members shall be specially allocated items of income, gain, loss and deduction (including items of gross income and deduction) for Capital Account purposes for such year in such manner so as to minimize the differences between each Member's ending Capital Account balance and its Targeted Capital Account Balance.
Liquidation Allocations. If upon the liquidation of the Partnership, the Capital Account with respect to each Series A Preferred Unit (after giving effect to all (i) contributions and distributions and (ii) allocations pursuant to this Paragraph 13 for all periods) does not equal the Series A Liquidation Preference Amount, then items of gross income, gain, loss and deduction will be allocated to the Series A Unitholders, Pro Rata, in a manner such that, to the extent possible, the Capital Account balance with respect to each such Series A Unit equals the Series A Liquidation Preference. If, after making such allocations, the Capital Account balance with respect to each such Series A Unit does not equal the Series A Liquidation Preference Amount, then (i) to the extent the Series A Liquidation Preference Amount exceeds such Capital Account balance, the Partnership will make a guaranteed payment to the Series A Preferred Unitholders, Pro Rata, in an aggregate amount equal to the amount of such excess for each Series A Preferred Unit, and the deduction with respect to the guaranteed payments will be allocated 100% to the Common Unitholders, Pro Rata, or (ii) to the extent such Capital Account balance exceeds the Series A Liquidation Preference Amount, the Partnership will make a guaranteed payment to the Common Unitholders, Pro Rata, in an aggregate amount equal to the amount of such excess for each Series A Preferred Unit, and the deduction with respect to the guaranteed payments will be allocated 100% to the Series A Preferred Unitholders, Pro Rata.
Liquidation Allocations. It is intended that the amount to be ----------------------- distributed to a Member pursuant to Section 10.3 of the Agreement shall equal the amount such Member would receive if liquidation proceeds were instead distributed in accordance with Section 6.4 of the Agreement. This intended distribution amount for a member is referred to as such Member's "Targeted Distribution Amount". Notwithstanding anything to the contrary in this Tax Supplement, if upon a termination and liquidation of the Company, any Member's ending Book Capital Account balance immediately prior to the distributions to be made pursuant to Section 10.3 of the Agreement is less than the "Targeted Distribution Amount," then such Member shall be specially allocated items of gross income or gain for Book Capital Account purposes for such year (or for prior years to the extent amended tax returns can be filed for the Company), and items of loss or deduction for Book Capital Account purposes for such year (or for prior years to the extent amended tax returns can be filed for the Company), shall be allocated away from such Member to the other Members, until such Member's actual Book Capital Account balance equals the Targeted Distribution Amount for such Member. The special allocation provisions provided by this Section 2.4(h) shall be applied in such a manner so as to cause the difference between any Member's Targeted Distribution Amount and the balance in its Book Capital Account (determined after this allocation, but immediately prior to the distributions pursuant to Section 10.3 of the Agreement) to be the smallest dollar amount possible.