Liquidation, Distribution of Company Assets and Payment of Company Liabilities Sample Clauses

Liquidation, Distribution of Company Assets and Payment of Company Liabilities. Simultaneously with the Closing hereunder, a final accounting of the assets and liabilities of the Company (exclusive of the Company’s interests in WN Overlook Associates, the owner of the real property located in Lincolnshire, Illinois commonly known as 000 Xxxxx
Sample 1
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Liquidation, Distribution of Company Assets and Payment of Company Liabilities. Simultaneously with the Closing hereunder, a final accounting of the assets and liabilities of the Company (exclusive of the Company’s interests in WN Overlook Associates, the owner of the real property located in Lincolnshire, Illinois commonly known as 000 Xxxxx Xxxxxxx (the “Property”)) shall be taken and the Company shall distribute all of its cash and other assets other than the Escrowed Funds (as hereinafter defined) to Seller and Tower Parkway Associates L.L.C. (“Tower”; together with Seller referred to as the “Partners”) in accordance with their partnership interests in the Company immediately prior to Closing. All costs and expenses related to the operation of the Company and attributable to the properties commonly known as One Overlook, Two Overlook or Three Overlook in Lincolnshire, Illinois shall be paid by the Partners in accordance with their partnership interests in the Company immediately prior to Closing, regardless of when such expenses are incurred. All costs and expenses related to the operation of the Company and attributable to the Property that are incurred prior to the Closing Date and that are ascertainable as of the Closing Date shall be paid by the Partners in accordance with their partnership interests in the Company immediately prior to Closing. In connection therewith, the amount of $250,000 (the “Escrowed Funds”) shall be deposited by the Partners, in proportion with their partnership interests in the Company immediately prior to Closing, into escrow at the time of the Closing, which Escrowed Funds shall be used to pay costs and expenses related to the operation of the Company that were incurred prior to the Closing Date but will not be ascertainable until after the Closing Date. All Escrowed Funds remaining in the escrow on September 30, 2005 shall be distributed to the Partners in proportion with their partnership interests in the Company immediately prior to Closing. Seller shall have no responsibility with respect to costs or expenses related to the operation of the Company or attributable to the Property that are attributable to periods subsequent to the Closing Date. Such costs and expenses shall be paid by Tower and the Buyers.
Sample 1

Related to Liquidation, Distribution of Company Assets and Payment of Company Liabilities

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Certain Distributions If the Company elects to:

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority:

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

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