Proceeds Available Upon Dissolution Clause Samples
The "Proceeds Available Upon Dissolution" clause defines how the remaining assets or funds of an entity are distributed after it has been dissolved. Typically, this clause outlines the order of payments, such as settling outstanding debts and obligations first, then distributing any surplus to shareholders, partners, or members according to their ownership interests. By establishing a clear process for asset distribution, this clause helps prevent disputes among stakeholders and ensures an orderly winding up of the entity’s affairs.
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Proceeds Available Upon Dissolution. Upon the sale of all or substantially all of the assets of the Partnership and/or the dissolution and winding up of the Partnership, the assets of the Partnership, after making payment of or provision for payment of all liabilities and obligations of the Partnership (other than in regard to any loans made pursuant to Subsection 6.9 and Section 10) and after making distributions of Cash Flow from operations in the year of dissolution in accordance with Subsection 8.1, shall be distributed, as expeditiously as possible, in the following order of priority:
(a) First, to fund such reserves as the liquidator of the Partnership, as provided in Subsection 12.5, may reasonably deem necessary for any contingent liabilities or obligations of the Partnership, provided that any such reserves shall be paid by such person to an independent escrow agent, to be held by such agent or his successor for such period as such person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided;
(b) Next, the unpaid principal of and accrued interest on Operating Deficit Loans (as defined in Subsection 6.9) made by the General Partner shall be paid to the General Partner, such payment to be applied toward payment of accrued interest on such loans and next as a payment of the principal on such loans;
(c) Next, the unpaid principal of and interest on loans made pursuant to Section 10 shall be paid pro rata to the Partners who made such loans, in proportion to the total amount of principal and accrued interest payable on such loans, such payments being applied first toward payment of accrued interest on such loans and next toward payment of principal on such loans; and
(d) Next, an amount up to the aggregate positive balances of the Capital Accounts of all Partners (as adjusted to reflect the allocation of net gains or net losses under Subsection 7.2) shall be distributed to the Partners in the proportion that each Partner’s positive Capital Account balance bears to the aggregate of such positive balances.
Proceeds Available Upon Dissolution. Upon the dissolution and winding up of the Company, subject to (a) the requirements of Section 1.4.2, (b) the payment of all liabilities of the Company, including any debts owed to a Member, and (c) the establishment of such Reserves as the Managers reasonably deem necessary for any contingent or unforeseen liabilities or obligations, the proceeds from such liquidation will be distributed, as expeditiously as possible, to Members in proportion to the positive balances in their Capital Accounts to the extent of such Capital Accounts, then pro rata according to their ownership of Units.
Proceeds Available Upon Dissolution. Upon the dissolution and winding ------------------------------------ up of the Partnership, subject to (i) the requirement of Section 14.2 hereof, (ii) the payment of all liabilities of the Partnership, including any debts owed to a Partner, and (iii) the establishment of such Reserves as are reasonably necessary for any contingent or unforeseen liabilities or obligations, the proceeds from such liquidation shall be distributed, as expeditiously as possible, to the Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.
Proceeds Available Upon Dissolution. Upon the dissolution and winding up of the Company, subject to (a) the requirements of Section 1.4.2, (b) the payment of all liabilities of the Company, including any debts owed to a Member, and (c) the establishment of such Reserves as the Members reasonably deem necessary for any contingent or unforeseen liabilities or obligations, the proceeds from such liquidation first will be distributed, as expeditiously as possible, to Members in proportion to the positive balances in their Capital Accounts until no Member has a positive balance in his Capital Account, and then in proportion to their Percentage Interests.
Proceeds Available Upon Dissolution. Upon the dissolution and winding up of the Partnership, subject to (i) the requirement of Sections 20.2 and 20.3 hereof, (ii) the payment of all liabilities of the Partnership, including any debts owed to a Partner, and (iii) the establishment of such Reserves as are reasonably necessary for any contingent or unforeseen liabilities or obligations, the proceeds, from such liquidation shall be distributed, as expeditiously as possible to the Partners in proportion to and to the extent of their respective Capital Accounts and, thereafter, in proportion to their respective Partnership Interests.
Proceeds Available Upon Dissolution. 12 5.5 In Kind Distributions............................................... 12 5.6 Standards........................................................... 13
Proceeds Available Upon Dissolution. Upon the dissolution and winding up of the Partnership, the proceeds from the sale of the Partnership's assets, after (i) making payment of or provision for payment of all liabilities and obligations of the Partnership and (ii) the setting up of such reserves as the person required by law to wind up the Partnership's affairs may reasonably deem necessary for any contingent liabilities or obligations of the Partnership shall be distributed, as expeditiously as possible, one-tenths percent (0.10%) to the General Partner and ninety nine and nine tenths percent (99.90%) to the Limited Partner.
Proceeds Available Upon Dissolution. Upon the dissolution and winding up of the Partnership, any proceeds from the sale of securities and all other assets of the Partnership, after (i) making payment of or provisions for payment of all liabilities and obligations of the Partnership (other than in regard to any loans permitted to be made by any Partner) and (ii) the setting up of such reserves as the person required by law to wind up the Partnership's affairs may reasonably deem necessary for any contingent liabilities or obligations of the Partnership (provided, however, that to the extent such reserves are subsequently determined to be no longer necessary they shall be distributed as set forth in this Section 6.2) shall be distributed, as expeditiously as possible, to the Partners pro rata in proportion to their Percentage Interests.