Common use of Order of Payment of Liabilities Upon Dissolution Clause in Contracts

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. (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 Member, except if the Company is not a DRE at that time, then 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 includ-ing 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. (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. (ba) 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. This Section 9.4 shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

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 Member, except if the Company is not a DRE at that time, then 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 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. This Section 9.4 shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

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 Member, except if the Company is not a DRE at that time, then 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 VI 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 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. This Section 9.4 shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

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 Member, except if the Company is not a DRE at that time, then 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.