Liquidation of the Venture. (a) Upon termination of this Agreement pursuant to Section 6.1(a), DME shall promptly liquidate the Assets, except that if DME is unable to perform this function, a liquidator elected by Participants whose Percentages represent more than fifty percent (50%) of the aggregate Percentages of all Participants shall liquidate the Assets.
(b) Net profit and net loss attributable to a Capital Account during the Fiscal Periods that include the period of liquidation shall be allocated pursuant to Article III. The proceeds from liquidation shall be divided in the following manner, subject to applicable law:
(i) the debts, liabilities and obligations of the venture, other than debts to the Participants as Participants, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Assets to the Participants has been completed, shall be first satisfied (whether by payment or the making of reasonable provision for payment thereof);
(ii) such debts as are owing to the Participants as Participants shall be next paid; and
(iii) the Participants shall be next paid liquidating distributions (in cash, securities, or other assets, whether or not readily marketable) pro rata in accordance with, and up to the positive balances of their respective Capital Accounts, as adjusted pursuant to Article III to reflect allocations for the Fiscal Period ending on the date of the distributions under this Section 6.2(b)(iii).
(c) Notwithstanding anything in this Section 6.2 to the contrary and subject to the priorities set forth in applicable law, DME, the liquidator or the trustee, as the case may be, may distribute ratably in-kind rather than in cash, upon termination, any Assets, provided, however, that if any in-kind distribution is to be made, (i) the assets distributed in kind must be valued pursuant to Section 7.2 as of the actual date of their distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(b) above and (ii) any gain or loss (as computed for book purposes) attributable to property distributed in-kind must be included in the net profit or net loss attributable to the Capital Account for the Fiscal Period ending on the date of such distribution.
Liquidation of the Venture. Upon dissolution of the Venture, no further business shall be conducted by the Venture, except for the taking of such action as shall be necessary for the winding up of the business and affairs of the Venture and the distribution of its assets to the Venturers. The Venturers shall unanimously agree upon a Liquidating Trustee for the Venture. In the event the Venturers cannot agree on a Liquidating Trustee, then the Liquidating Trustee shall be the Joint Venture Manager. The winding up and liquidation of the Venture shall consist of the use, application and distribution of the assets of the Venture, at the conclusion of which the Venture shall terminate. The Liquidating Trustee shall not be liable for any action taken or omitted in its capacity as a Liquidating Trustee hereunder, except for its gross negligence or willful misconduct. The Liquidating Trustee shall use its best efforts to sell all of the assets and properties of the Venture at the best cash price available and shall collect all obligations owed to the Venture, including any obligation of a Venturer. A Venturer may purchase assets from the Venture, provided at least fifteen (15) days' notice of said proposed sale has been given to the other Venturer. Proceeds of all such sale and disposition shall be applied by the Liquidating Trustee in the following order:
A. To the Joint Venture's liabilities and obligations to creditors;
B. Payment of Optional Loans or other debts due to Venturers; then
C. The remaining proceeds shall be distributed to the Venturers in accordance with their respective positive capital account balances, and, after such capital account balances have been reduced to zero, in accordance with each Venturer's percentage interests in the Venture, provided, however, any amount then owed to the Venture by a Venturer, shall, if not previously paid, be deducted from the amount to be distributed to such Venturer. The Liquidating Trustee shall be entitled to reasonable compensation for his services.
Liquidation of the Venture. Upon termination of this Agreement pursuant to Section 6.1(a), DME shall promptly liquidate the Assets, except that if DME is unable to perform this function, a liquidator elected by Participants whose Percentages represent more than fifty percent (50%) of the aggregate Percentages of all Participants shall liquidate the Assets.
Liquidation of the Venture. Upon termination of this Agreement pursuant to Section 7.1(a), Third Point shall promptly liquidate the Assets, except that if Third Point is unable to perform this function, a liquidator elected by Participants whose Percentages represent more than fifty percent (50%) of the aggregate Percentages of all Participants shall liquidate the Assets.
Liquidation of the Venture. Upon the dissolution of the Venture for any reason, all of the assets and Property of the Venture, including but not limited to any Property held by or on behalf of the Venture, any sales proceeds held on account for the Venture, any cash held on behalf of the Venture and any contracts or mortgages receivable held on behalf of the Venture, shall be applied and distributed in cash or in kind in the following order:
A. all of the debts of the Venture, including interest, costs , liabilities and commissions incurred by or on behalf of the Venture;
B. repayment of the capital contributions made by Scafholding to the Venture and administrative fees to Deltona; and finally
C. equal distribution of the remainder to the Venturers.
Liquidation of the Venture
