Order of Payment of Liabilities Upon Dissolution. After determining that all debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, in the process of winding-up, including, without limitation, debts and liabilities to the Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Member.
Order of Payment of Liabilities Upon Dissolution. After determining that all known debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, in the process of winding up, including, without limitation, debts and liabilities to the Sole Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Sole Member.
Order of Payment of Liabilities Upon Dissolution. Upon dissolution, the assets of the Company shall be liquidated, and the proceeds from such liquidation shall be allocated and distributed in the following order of priority:
(a) First, to the satisfaction of creditors of the Company, including the Managing Member if a creditor, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof);
(b) Second, to the satisfaction of all debts, liabilities and other obligations owed to the Managing Member and not paid pursuant to clause (a) above (whether by payment or the making of reasonable provision for payment thereof); and
(c) The balance to the Managing Member.
Order of Payment of Liabilities Upon Dissolution. (a) After determining that all known debts and liabilities of the Company in the process of winding-up, including without limitation, debts and liabilities to any Member as a creditor of the Company and any Capital Contributions, have been paid or adequately provided for, the remaining assets will be distributed to the Members in proportion to, and to the extent of, their positive Capital Account balances (after such balances have been adjusted pursuant to Article V to reflect all debits and credits required by applicable Treasury Regulations under Section 704(b) of the Code for all events through and including the distribution in liquidation of the Company) in proportion to, and to the extent of, such positive balances. In the event that any part of such net assets consists of notes or accounts receivable or other noncash assets, the Board of Managers or liquidator may take whatever steps they deem appropriate to convert such assets into cash or into any other form which would facilitate the distribution thereof. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of their fair market value net of any liabilities.
(b) A payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, will be deemed adequately provided for if the payment has been provided for by either of the following means:
(i) payment thereof has been assumed or guaranteed in good faith by one or more financially responsible Persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Member or Board of Managers to be adequate at the time of any distribution of the assets pursuant to this Section; or
(ii) the amount of the debt or liability has been deposited in an account for the benefit of the creditor.
Order of Payment of Liabilities Upon Dissolution. Notwithstanding anything herein to the contrary, after determining that all the known debts and liabilities of the Company have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances.
Order of Payment of Liabilities Upon Dissolution. Upon dissolution, the LLC’s liabilities shall be settled in the following order, as required by the Act:
(a) to creditors other than Members, in the order of priority as provided by law;
(b) to the Class B Members, any Liquidating Payment as provided by Section 8.7, pro rata in accordance with their Percentage Interests in the LLC vis-à-vis each other;
(c) to creditors who are Members; and
(d) solely to the Class A Members pro rata in accordance with their Percentage Interests in the LLC vis-à-vis each other.
Order of Payment of Liabilities Upon Dissolution. After ------------------------------------------------ determining that all the known debts and liabilities of the Company have been paid or adequately provided for, all remaining assets of the Company shall be distributed to the Member in accordance with the provisions of Article 6 hereof.
Order of Payment of Liabilities Upon Dissolution. A. After determining that all known debts and liabilities of the Company in the process of winding-up, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which liquidation occurs. Such liquidating distributions shall be made by the end of the Company’s taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation.
B. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means:
(i) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members or Managers to be adequate at the time of any distribution of the assets pursuant to this Section.
(ii) The amount of the debt or liability has been deposited as provided in the Corporations Code.
Order of Payment of Liabilities Upon Dissolution. 10.4.1. After determining that all known liabilities of the Company including debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, and subject to the provisions of Section 6.5, the remaining assets will be distributed to the Members in accordance with their distributed to the Members pro rata in accordance with their respective Units. The liquidating distributions must be made by the end of the Company’s taxable year in which the Company is liquidated or, if later, within ninety (90) days after the date of the liquidation.
10.4.2. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, will be deemed to have been adequately provided for if the Company has complied with either of the following: (a) The payment of the debt or liability has been assumed or guaranteed in good faith by financially responsible person(s) or entities, and the provisions, including financial responsibility, was determined in good faith and with reasonable care by the Manager to be adequate at the time of any distribution of the assets hereunder; or (b) the amount of the debt or liability has been deposited by the Company into an account for that purpose. This Section 10.4.2 is not intended to prescribe the exclusive means of making adequate provision for the payment of debts and liabilities as required by the Act. The Manager may make other arrangements reasonably calculated to provide for the payment of debts and liabilities.
Order of Payment of Liabilities Upon Dissolution. A. The distribution of payments of the Company in the process of winding-up shall be made in the following order: (i) All known debts and liabilities of the Company, excluding debts and liabilities to Members who are creditors of the Company; (ii) All known debts and liabilities of the Company owed to Members who are creditors of the Company; (iii) The remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances. Such liquidating distributions shall be made by the end of the Company's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation.
B. The payment of a debt or liability, whether or not the whereabouts of the creditor is known, has been adequately provided for if:
(i) Payment thereof has been assumed or guaranteed in good faith by one (1) or more financially responsible persons or by the United States government or any agency thereof; and the provision, including the financial responsibility of the person, was determined in good faith and with reasonable care by the Members or the Manager to be adequate at the time of any distribution of the assets pursuant to this Section.
(ii) The amount of the debt or liability has been deposited.
