Common use of Liquidation of the Venture Clause in Contracts

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. (a) Upon termination of this Agreement pursuant to Section 6.1(a7.1(a), DME Third Point shall promptly liquidate the Assets, except that if DME 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. (b) Net profit Profit and net loss 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 lawLaw: (i) the debts, liabilities and obligations of the ventureJoint 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)(iii7.2(b)(iii). (c) Notwithstanding anything in this Section 6.2 7.2 to the contrary and subject to the priorities set forth in applicable lawLaw, DMEThird Point, the liquidator or the trustee, as the case may be, may upon the receipt of the consent of the Disinterested Board Members, distribute ratably in-kind rather than in cash, upon termination, any Net Assets, provided, however, that if any in-kind distribution is to be made, (i) the assets distributed in in-kind must be valued pursuant to Section 7.2 8.2 as of the actual date of their distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(b7.2(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 Net Profit or net loss Net Loss attributable to the Capital Account for the Fiscal Period ending on the date of such distribution.

Liquidation of the Venture. (a) Upon termination of this Agreement pursuant to Section 6.1(a7.1(a), DME Third Point shall promptly liquidate the Assets, except that if DME 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. (b) Net profit Profit and net loss 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 lawLaw: (i) the debts, liabilities and obligations of the ventureJoint 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)(iii7.2(b)(iii). (c) Notwithstanding anything in this Section 6.2 7.2 to the contrary and subject to the priorities set forth in applicable lawLaw, DMEThird Point, the liquidator or the trustee, as the case may be, may upon the receipt of the consent of the Disinterested Board Members, distribute ratably in-kind in‑kind rather than in cash, upon termination, any Net Assets, provided, however, that if any in-kind in‑kind distribution is to be made, (i) the assets distributed in kind in‑kind must be valued pursuant to Section 7.2 8.2 as of the actual date of their distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(b7.2(b) above and (ii) any gain or loss (as computed for book purposes) attributable to property distributed in-kind in‑kind must be included in the net profit Net Profit or net loss Net Loss attributable to the Capital Account for the Fiscal Period ending on the date of such distribution.