Common use of Liquidation and Distribution; Order of Distribution Clause in Contracts

Liquidation and Distribution; Order of Distribution. The liquidator(s) shall take full account of the Company's assets and liabilities, and shall determine which assets shall be distributed in-kind and which assets shall be liquidated, which liquidation shall be carried out as promptly as is consistent with obtaining the fair value thereof. Thereupon, such assets of the Company, or the proceeds therefrom if the liquidator(s) elect to liquidate the same, to the extent sufficient therefor, shall be applied and distributed in the following order: (a) to the payment and discharge of all of the Company's debts and liabilities; and (b) to and among the Members in proportion to their Units.