Proceeds of Liquidation. Upon the dissolution, termination, and Liquidation of the Company, the Liquidation Proceeds shall be applied and distributed in the following order of priority:
Proceeds of Liquidation. The proceeds from the liquidation of the assets of the Company, the proceeds from the collection of the receivables of the Company, and the assets distributed in kind shall all be distributed in the following order of priority.
(i) to the payment of debts and liabilities of the Company which are properly due and owing;
(ii) to the settling up of reserves to disburse in payment of contingent liabilities or obligations of the Company; and,
(iii) to the Members in proportion to and to the extent of the balances of their Capital Accounts. All distributions pursuant to clause (iii) shall be made no later than the end of the Company's fiscal year during which the liquidation of the Company occurs or within ninety (90) days after the date of the liquidation.
Proceeds of Liquidation. Net Liquidation Proceeds shall be applied and distributed in the following order of priority:
(1) First, to the payment of or provision for the debts and liabilities of the Company (including loans from Members) and the expenses of liquidation in order of priority as provided by law, and to the creation of any reserves which may be reasonably necessary for any contingent or unforeseen liabilities or obligations;
(2) Second, pro rata to former Members in proportion to the undistributed balances of their Final Capital Accounts in payment of their Final Capital Account, plus accrued but unpaid interest thereon calculated in accordance with Section 19 above;
(3) Third, to the Members in repayment of their Capital Accounts in the Company; and
(4) Finally, to the Members in proportion to their respective Interests in the Company as set forth on Schedule A.
Proceeds of Liquidation. (a) The proceeds from the liquidation of Partnership assets, less reasonable reserves for contingencies as the Partners shall mutually determine, shall be distributed as follows:
(i) first, the expenses of liquidation and the debts (including Default Loans, principal and interest) of the Partnership shall be paid;
(ii) next, to each of the Partners in accordance with the provisions of subsection 4.2(b); and
(iii) last, to each of the partners pro rata in accordance with such Partner’s Capital Account balance.
(b) Any payment provided for under subsection (a) shall be held in reserve if the Partner to whom payment is to be made shall be in default under this Agreement, to the extent the non-defaulting Partners believe appropriate in order to provide a fund for the payment to the non-defaulting Partner of all losses, damages, costs and expenses (including attorneys’ fees) incurred by it by reason of such default;
(c) Subject to the foregoing, the business and affairs of the Partnership shall be wound up and its assets distributed in the manner provided in the Revised California Uniform Limited Partnership Act.
Proceeds of Liquidation. The proceeds from liquidation of the rights, property and assets of the Company shall be applied in the following order of priority and, upon the completion of the distribution of such proceeds, the Company shall be deemed to have been entirely terminated:
(a) the satisfaction of any outstanding obligations and liabilities to creditors of the Company;
(b) establishment of any reserves which such persons as are supervising and controlling the liquidation of the Company may deem advisable with respect to any contingent or unforeseen liabilities or obligations of the Company, such reserves to be maintained in a regular trust account and at the expiration of such reasonable period of time as such persons shall deem advisable the remaining balance in the trust fund shall be distributed to the Members in accordance with the priorities herein provided for;
(c) payment to the Members of any accrued but unpaid interest on and repayment, if any, of the outstanding principal of any advances made to the Company by the Members or any other debts of the Company to the Members;
(d) distribution to the Members in accordance with their respective Sharing Ratios.
Proceeds of Liquidation. Before the later to occur of (i) the close of the Company's taxable year, or (ii) ninety (90) days following the date of Company dissolution, all proceeds from the liquidation of the assets of the Company, the proceeds from the collection of the Company's accounts receivable, and the assets distributed in kind shall all be distributed in the following order of priority:
(a) first, to creditors of the Company, including any Members who are creditors, to the extent permitted by law, in satisfaction of the liabilities of the Company;
(b) second, to the settling of reserves in order to disburse the reserves in payment of contingent liabilities or obligations of the Company, and, at the expiration of the reserve period, the balance of the reserves, if any, shall be distributed as liquidating proceeds received at the end of the reserve period; and
(c) third, to the Members in proportion to and to the extent of the balances of their Capital Accounts and, if any proceeds remain, to the Members in proportion to their Percentage Interests in the Company.
Proceeds of Liquidation. The proceeds of the Liquidation of the Company shall be applied and distributed in the following order of priority, to the extent permitted by the Act:
Proceeds of Liquidation. (a) The proceeds of any liquidation of the SVB Priority Collateral shall be distributed to the extent available in the following order: First, to SVB up to the aggregate amount of all outstanding Obligations (as defined in the SVB Agreement) owing to SVB from the Company; Second to ORIX up to the aggregate amount of all outstanding Obligations (as defined in the ORIX Loan Agreement) owing to ORIX from the Company; and Third, to the Company, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.
(b) The proceeds of any liquidation of the ORIX Priority Collateral shall be distributed to the extent available in the following order: First, to ORIX up to the aggregate amount of all outstanding Obligations (as defined in the ORIX Loan Agreement) owing to ORIX from the Company; Second, to SVB up to the aggregate amount of all outstanding Obligations (as defined in the SVB Agreement) owing to SVB from the Company: and Third, to the Company, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.
Proceeds of Liquidation. The proceeds from liquidation of the ----------------------- rights, property and assets of the Company shall be applied in the following order of priority and, upon the completion of the distribution of such proceeds, the Company shall be deemed to have been entirely terminated:
(a) The satisfaction of any outstanding obligations and liabilities to creditors of the Company who are not Members;
(b) Establishment of any reserves which such persons as are supervising and controlling the liquidation of the Company may deem advisable with respect to any contingent or unforeseen liabilities or obligations of the Company, such reserves to be maintained in a regular trust account and at the expiration of such reasonable period of time as such persons shall deem advisable the remaining balance in the trust fund shall be distributed to the Members in accordance with the priorities herein provided for;
(c) Payment of any positive cumulative Preferential Cash Balance to VCS;
(d) Payment to the Members of any accrued but unpaid interest on and repayment, if any, of the outstanding principal of any loans made to the Company by the Members hereunder or any other debts of the Company to the Members;
(e) Distribution to the Members of that portion of such property and assets then remaining as will result in a return to each Member of the balance of its Capital Account; if such remaining property and assets are not sufficient to return to the Members the entire amounts of their Capital Accounts, such remaining property and assets shall be distributed between the Members in proportion to their Capital Accounts; and
(f) Distribution of any balance remaining, after deducting the cost of liquidation, to the Members in accordance with their respective unit ownership.
Proceeds of Liquidation. Subject to the terms of the Series A Certificate or terms of any later series of Preferred Units established by the Company, the “Net Liquidation Proceeds” (as defined below) shall be applied and distributed in the following order of priority:
(a) first, to the payment of or provision for debts and liabilities of the Company, including Members and Managers who are creditors and the expenses of liquidation in order of priority as provided by law, and to the creation of any reserves which may be reasonably necessary for any contingent or unforeseen liabilities or obligations;
(b) second, to the holders of Series A Units or Preferred Units in an amount equal to such Member’s liquidation preference, plus accrued and unpaid dividends, under the Series A Certificate, pro rata in accordance with such amounts; and
(c) third, to the Members in accordance with their respective positive capital account balances, as determined after taking into account all capital adjustments for the fiscal year in which the dissolution occurs, as provided for in Article V of this Agreement.
