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Method of Distribution Upon Winding Up Sample Clauses

Method of Distribution Upon Winding Up. Upon termination of the Company pursuant to Section 11.1 above, the Management Committee shall supervise and control the termination and winding up of the Company and the assets of the Company and the proceeds of any liquidation shall be applied and distributed in the following manner and order of priority: (A) to the payment and discharge of all of the Company's debts and liabilities and the expenses of liquidation and dissolution; (B) to the setting up of any reserves reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; and (C) to the payment of the balance, if any, of the respective Capital Accounts of the Members (after making the allocations required under the provisions of Section 9), but if the amount available for such payment shall be insufficient, then pro rata among all of the Members according to the respective positive balances of their Capital Accounts at such time; and (D) to the payment of any remaining balance to the Members, according to their Percentage Interests.
Method of Distribution Upon Winding Up. Upon termination of the Company pursuant to Section 11.1 above, the assets of the Company and the proceeds of any liquidation shall be applied and distributed in the following manner and order of priority: (a) to the payment and discharge of all of the Company's debts and liabilities, including without limitation any debt under the Financing Documents, and the expenses of liquidation and dissolution; (b) to the setting up of any reserves reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) to the payment of the balance, if any, of the respective Capital Accounts of the Members (after making the allocations required under the provisions of Article 8), but if the amount available for such payment shall be insufficient, then pro rata among all of the Members according to the respective positive balances of their Capital Accounts at such time; and (d) the remainder, if any, to the Members in accordance with their respective Percentage Interests.
Method of Distribution Upon Winding Up. Upon termination of the Company, the assets of the Company and the proceeds of any liquidation shall be applied and distributed in the following manner and order of priority: (a) to the payment and discharge of all of the Company’s liabilities and the expenses of liquidation and dissolution; (b) to the setting up of any reserves reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) to the payment and discharge of any loans and advances made by the Member to the Company; and (d) to the Member.
Method of Distribution Upon Winding Up. Upon termination of the Company pursuant to Section 12.1 above, the assets of the Company and proceeds of any liquidation shall be applied and distributed in the following manner and order of priority: (a) to the payment and discharge of all of the Company’s debts and liabilities and expenses of liquidation and dissolution; (b) to the setting up of any reserves reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) to the payment of the balance, if any, of the respective Capital Accounts of the Members (after making the allocations required under the provisions of Article IX), but if the amount available for such payment shall be insufficient, then pro rata among all of the Members according to the respective positive balances of their Capital Accounts at such time; and (d) the remainder, if any, to the Members in accordance with their respective balances.
Method of Distribution Upon Winding Up. Upon termination of the Company pursuant to Section 13.01, the assets of the Company and the proceeds of any liquidation are to be applied and distributed in the following manner and order of priority: (a) to the payment and discharge of all of the Company’s debts and liabilities and the expenses of liquidation and dissolution, accrued but unpaid; (b) to the payment of any loans or advances made by the Members to the Company; (c) to the setting up of any reserves reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (d) to the Members in the manner described in Section 7 of this Agreement.
Method of Distribution Upon Winding Up. Upon termination of the Company pursuant to Section 12.1 above, the assets of the Company and proceeds of any liquidation shall be applied and distributed in the following manner and order of priority: (a) to the payment and discharge of all of the Company's debts and liabilities and expenses of liquidation and dissolution; (b) to the setting up of any reserves reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) to the payment of the balance, if any, of the respective Capital Accounts of the Members (after making the allocations required under the provisions of Article IX), but if the amount available for such payment shall be insufficient, then PRO RATA among all of the Members according to the respective positive balances of their Capital Accounts at such time; and (d) the remainder, if any, to the Members in accordance with their respective balances.

Related to Method of Distribution Upon Winding Up

  • Method of Distribution (a) All distributions with respect to each Class of Certificates on each Distribution Date shall be made pro rata among the outstanding Certificates of such Class, based on the Percentage Interest in such Class represented by each Certificate. Payments to the Certificateholders on each Distribution Date will be made by the Trustee to the Certificateholders of record on the related Record Date by check or money order mailed to a Certificateholder at the address appearing in the Certificate Register, or upon written request by such Certificateholder to the Trustee made not later than the applicable Record Date, by wire transfer to a U.S. depository institution acceptable to the Trustee, or by such other means of payment as such Certificateholder and the Trustee shall agree. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each financial intermediary for which it acts as agent. Each such financial intermediary shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the applicable Certificates. Neither the Trustee nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. (c) The Trustee shall withhold or cause to be withheld such amounts as it reasonably determines are required by the Code (giving full effect to any exemptions from withholding and related certifications required to be furnished by Certificateholders or Certificate Owners and any reductions to withholding by virtue of any bilateral tax treaties and any applicable certification required to be furnished by Certificateholders or Certificate Owners with respect thereto) from distributions to be made to Non-U.S.

  • Distribution upon Dissolution Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

  • Limitation Upon Distributions Notwithstanding Section 3.1 above, no distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

  • Completion of Distribution The Fiscal Agent, or as the case may be, the Registrar agrees with the Issuer that, in relation to any Tranche of Notes which is sold to or through more than one Dealer, to the extent that it is notified by each Relevant Dealer that the distribution of the Notes of that Tranche purchased by such Relevant Dealer is complete, it will notify all the Relevant Dealers of the completion of distribution of the Notes of that Tranche.

  • Form of Distribution No Member has the right to demand and receive any distribution from the Company in any form other than money. No Member may be compelled to accept from the Company a distribution of any asset in kind in lieu of a proportionate distribution of money being made to other Members except on the dissolution and winding up of the Company.

  • Termination Upon Repurchase or Liquidation of All Mortgage Loans.............................................. SECTION 9.02

  • Facility of Distribution If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows: (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Member determines to create for unmatured and/or contingent liabilities or obligations of the Company. (b) Second, to the Member.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • ALLOCATION OF DISTRIBUTION FEE Assuming that the Distribution Fee remains constant over time so that Part IV hereof does not become operative: (1) The portion of the aggregate Distribution Fee accrued in respect of all Class C shares of a Fund during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fee by the following fraction: where: A= The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month B= The aggregate Net Asset Value of all Class C shares of a Fund at the beginning of such calendar month C= The aggregate Net Asset Value of all Class C shares of a Fund attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month D= The aggregate Net Asset Value of all Class C shares of a Fund at the end of such calendar month (2) If the Distributor reasonably determines that the transfer agent is able to produce automated monthly reports that allocate the average Net Asset Value of the Commission Shares (or all Class C shares if available) of a Fund among the Distributor and any Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fee accrued in respect of all such Class C shares of a Fund during a particular calendar month will be allocated to the Distributor or a Successor Distributor by multiplying the total of such Distribution Fee by the following fraction: (A) (B) where: A= Average Net Asset Value of all such Class C shares of a Fund for such calendar month attributed to the Distributor or a Successor Distributor, as the case may be B= Total average Net Asset Value of all such Class C shares of a Fund for such calendar month