Priority on Liquidation; Distributions Sample Clauses

Priority on Liquidation; Distributions. The proceeds of liquidation shall be applied in the following order of priority: (a) to pay the costs and expenses of the dissolution and liquidation; (b) to pay matured debts and liabilities of the Investment Partnership to all creditors of the Investment Partnership (including any liability to any Partner); (c) to establish any reserves which the Liquidating Agent may deem necessary or advisable for any contingent or unmatured liability of the Investment Partnership to all Persons who are not Partners; (d) to establish any reserves which the Liquidating Agent may deem necessary or advisable for any contingent or unmatured liability of the Investment Partnership to Partners; and (e) the balance, if any, to the Partners in accordance with Section 8.1.
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Priority on Liquidation; Distributions. The proceeds of liquidation shall be applied in the following order of priority: (a) To pay the costs and expenses of the dissolution and liquidation; (b) To pay matured debts and liabilities of the Partnership to all creditors of the Partnership (including, without limitation, any liability to any Partner); (c) To establish any reserves which the Liquidating Agent may deem necessary or advisable for any contingent or unmatured liability of the Partnership to all Persons who are not Partners; (d) To pay any outstanding balances of promissory notes payable to a Removed General Partner pursuant to Section 8.6(b); (e) To establish any reserves which the Liquidating Agent may deem necessary or advisable for any contingent or unmatured liability of the Partnership to Partners; and (f) The balance, if any, to the Partners in accordance with Section 5.6(a).
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Priority on Liquidation; Distributions. (a) The proceeds of liquidation shall be applied and distributed in the following order of priority: (i) to pay the reasonable costs and expenses of the dissolution and liquidation; (ii) to pay matured debts and liabilities of the Partnership to all creditors of the Partnership (including any liability to any Partner, which shall include the payment of any reimbursable costs and expenses under Section 7.4); (iii) to establish any reserves which the Liquidating Agent may deem necessary or advisable for any contingent or unmatured liability of the Partnership to all Persons who are not Partners; (iv) to establish any reserves which the Liquidating Agent may deem necessary or advisable for any contingent or unmatured liability of the Partnership to Partners; and (v) finally, any remaining proceeds or assets shall be distributed to the Partners, pro rata, in accordance with their respective positive Capital Account balances. (b) If upon the liquidation and winding up of Partnership, assets of the Partnership are to be distributed in kind, each such asset shall be valued to determine the amount of net gain or loss that would result if such asset were to be sold at fair market value, and such net gain or loss shall be allocated among, and credited or charged, as the case may be, to the Capital Accounts of the Partners in accordance with Article V.
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Related to Priority on Liquidation; Distributions

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • Liquidation Distribution Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Waiver of Liquidation Distributions; Redemption Rights In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • 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.

  • Priority of Distributions On each Distribution Date, the Indenture Trustee shall first make the payments in sub-clause (z) below and then shall make the following deposits and distributions in the amounts and in the order of priority set forth below: (a) to the Servicer, the Primary Servicing Fee due on that Distribution Date; (b) to the Administrator, the Administration Fee due on that Distribution Date and all prior unpaid Administration Fees; (c) to the Class A Noteholders, the Class A Noteholders’ Interest Distribution Amount, pro rata based on amounts payable as Class A Noteholders’ Interest Distribution Amount; (d) to the Class B Noteholders, the Class B Noteholders’ Interest Distribution Amount; (e) to the Reserve Account, the amount, if any, necessary to reinstate the balance of the Reserve Account to the Specified Reserve Account Balance; (f) to the Class A Noteholders, until the principal balance of such class is paid in full, the Class A Noteholders’ Principal Distribution Amount; (g) to the Class B Noteholders, until the principal balance of such class is paid in full, the Class B Noteholders’ Principal Distribution Amount; (h) to the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee, pro rata, based on amounts due, any unpaid fees and expenses due under Section 6.7 of the Indenture or Sections 8.1 and 8.3 of the Trust Agreement, as applicable, including, without limitation, any indemnity amounts, to the extent such amounts have not been paid by the Administrator or paid pursuant to sub-clause (z) below; (i) to the Servicer, the aggregate unpaid amount of the Carryover Servicing Fee, if any; (j) in the event the Trust Student Loans are not sold pursuant to Section 6.1(a) below or Section 4.4 of the Indenture, on each subsequent Distribution Date, an accelerated payment of principal shall be paid, first, to the Class A Noteholders until the Outstanding Amount of the Class A Notes is paid in full and reduced to zero, and second, to the Class B Noteholders until the Outstanding Amount of the Class B Notes is paid in full and reduced to zero, as set forth in Section 2.8 above; provided that the amount of such distribution shall not exceed the Outstanding Amount of the Class A Notes or the Class B Notes, as applicable, after giving effect to all other payments in respect of principal of the Class A Notes and the Class B Notes to be made on such Distribution Date; and (k) to the Excess Distribution Certificateholder (initially, Navient CFC), any remaining amounts after application of the preceding clauses. Notwithstanding the foregoing:

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

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