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Common use of Liquidation and Dissolution Clause in Contracts

Liquidation and Dissolution. IV.5.1. Subject to Article VIII, if the Company is liquidated, the Board of Directors shall take full account of the Company assets and its liabilities and shall cause the Company assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) First, to creditors (including Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof); and (b) Second, to the Members in proportion to and to the extent of their positive Capital Account balances, determined after giving effect to all contributions, distributions and allocations for all periods. XX.0.0. Xx Member shall be obligated to restore a negative Capital Account balance. IV.5.3. In addition, the Company may offset any amounts due to any Member under this Section 4.5 by any amount owed by a Member to the Company.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

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Liquidation and Dissolution. IV.5.1. Subject to Article VIII, if the Company is liquidated, the Board of Directors shall take full account of the Company assets and its liabilities and shall cause the Company assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) First, to creditors (including Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof); and (b) Second, to the Members in proportion to and to the extent of their positive Capital Account balances, determined after giving effect to all contributions, distributions and allocations for all periods. XX.0.0. Xx Member shall be obligated to restore a negative Capital Account balance. IV.5.3. In addition, the Company may offset any amounts due to any Member under this Section 4.5 by any amount owed by a Member or owner of such Member to the Company.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

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Liquidation and Dissolution. IV.5.1. Subject to Article VIII, if the Company is liquidated, the Board of Directors shall take full account of the Company assets and its liabilities and shall cause the Company assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) First, to creditors (including Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof); and (b) Second, to the Members in proportion to and to the extent of their positive Capital Account balances, determined after giving effect to all contributions, distributions and allocations for all periods. XX.0.0. Xx Member shall be obligated to restore a negative Capital Account balance. IV.5.3. In addition, the Company may offset any amounts due to any Member under this Section 4.5 by any amount owed by a Member or owner of such Member to the Company.

Appears in 1 contract

Samples: Operating Agreement

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