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 in Liquidation. Upon receipt by the Trustee of any distribution from the Grantor upon the liquidation of the Grantor or any payment under the Guarantee in respect thereof, after satisfaction of creditors of the Trust required by applicable law, the Trustee shall distribute to Holders of Receipts on the record date therefor, such amounts in proportion to the respective number of Preferred Securities which were represented by the Receipts held by such Holders.
Distributions in Liquidation. Unless otherwise expressly provided in this Declaration of Trust, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of all classes of Shares of the Company shall be entitled, after payment or provision for payment of the debts and other liabilities of the Company (as such liability may affect one or more of the classes and series of Shares of the Company), to share ratably in the remaining net assets of the Company.
Distributions in Liquidation. (a) Upon the dissolution and winding-up of the Company, the proceeds of the sale of the Property and other assets of the Company distributable to the Members under Section 11.2(c)(iii) shall be distributed, not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Members as provided in Section 6.4 above as if such distributions are additional Net Capital Proceeds.
(b) With the Approval of each Member, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding provisions of this Section 6.6 may be distributed to a trust reasonably established, for a reasonable period of time, for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 6.6 will be distributed to the Members from time to time by the trustee of the trust in the same proportions as the amount would otherwise have been distributed by the Company to the Members under this Agreement.
Distributions in Liquidation. Notwithstanding Article 6.1 above, Adjusted Cash Flow attributable to a Capital Transaction which constitutes a Liquidation of the Company, together with other funds remaining to be Distributed, shall be Distributed to the Members no later than the later of (i) the end of the Taxable Year of the Company in which such Liquidation occurs or (ii) within ninety (90) days after the date of such Liquidation, after payment of all Company liabilities and expenses (or adequate provision therefor); provided, however, that in no event shall (a) a Liquidating Distribution be made to any Member if, after giving effect to such Distribution, all liabilities of the Company, other than liabilities to Members on account of their Interests and liabilities for which the recourse of creditors of the Company is limited to specified Property of the Company, exceed the fair market value of the assets of the Company (except that the fair market value of assets that are subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair market value of those assets exceeds that liability) and (b) the Distribution to a Member exceeds the positive balance in such Member’s Capital Account after giving effect to all Allocations to such Member under Article V of this Agreement so that Liquidation proceeds shall be Distributed in accordance with each Member’s positive Capital Account balance (within the meaning of Treasury Regulation Section 1.704-1 (b)(2)(ii)(k) as in effect on the date first written above).
Distributions in Liquidation. (a) Upon dissolution of the Company and the liquidation of the assets of the Company pursuant to this Article 14, the Liquidator shall wind up the affairs of the Company and liquidate the assets as promptly as is consistent with obtaining fair value therefor and cause the remaining assets of the Company, including proceeds of sales or other dispositions in liquidation of assets, to be applied in accordance with the following priorities:
(i) First, to payment of the debts and obligations of the Company to its creditors (other than a Member), including sales commissions and other expenses incident to any sale of the assets of the Company;
(ii) Second, to the establishment of such reserves as the Liquidator may deem reasonably necessary for any unliquidated contingent or unforeseen liabilities or obligations of the Company;
(iii) Third, to the payment in full of loans (including for this purpose, accrued interest thereon through the date of payment) to the Company by the Members, pro rata, according to the relative amount of such unpaid loans (including for this purpose, accrued interest thereon through the date of payment) and then to the payment in full of any other debts and obligations of the Company to its Members (e.g., under service agreements), pro rata, according to the relative amount of such debts and obligations;
(iv) Fourth, to the Members having positive Capital Accounts pro rata in accordance with their relative positive Capital Accounts (as determined after taking into account all Capital Account adjustments for the Company's Fiscal Year during which such liquidation occurs), until all such positive Capital Accounts are reduced to zero; and
(v) Fifth, among the Members in proportion to their respective Membership Interests. The reserves established pursuant to clause (ii) of this Section 14.4(a) shall be paid over by the Liquidator to a bank or other financial institution to be held in escrow for the purpose of paying unliquidated, contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members or their assigns in the priority set forth in clauses (iii) and (iv) of this Section 14.4(a). Distributions to the Members pursuant to this Section 14.4(a) shall be made within the time period prescribed by Regulations Section 1.704- 1(b)(2)(ii)(b).
(b) In the event the Liquidator determines that an immediate sale of part or all of the Company...
Distributions in Liquidation. Notwithstanding anything to the contrary contained in this Agreement, distributions upon termination of the Partnership and upon liquidation of a Partner’s interest in the Partnership shall be made in accordance with Article XII.
Distributions in Liquidation. Upon the liquidation of the Company, liquidation proceeds, if any, shall be distributed in accordance with the provisions of Section 11.1 hereof.
Distributions in Liquidation. (a) Upon the dissolution and winding–up of the Company, the proceeds of sale and other assets of the Company distributable to the Members under Section 11.02(c)(iii) shall be distributed, not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704‑1(b)(2)(ii)(b)(2) to the Members in proportion to and in accordance with their respective Percentage Interests.
(b) The parties intend that the allocations made pursuant to this Article VI shall produce final Capital Account balances of the Members that will permit liquidating distributions that are made in accordance with final Capital Account balances to be made in a manner identical to the order of priorities set forth in Section 6.03. With the election of the Managing Member, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding paragraph may be distributed to a trust reasonably established, for a reasonable period of time, for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 6.04 will be distributed to the Members from time to time by the trustee of the trust upon approval by the Members as a Major Decision in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement.
Distributions in Liquidation. The proceeds from the liquidation of the Company pursuant to Section 12.2, above, shall be distributed in the following order of priority:
(a) as contemplated by Section 12.2(b) above, to the payment and discharge of all of the Company’s debts and liabilities to persons or entities other than the Members or their Affiliates;
(b) to the setting up of such reserves as the Managing Member deems necessary for any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the business of the Company; provided, however, that any such reserves shall be paid over to an escrow agent (not a Member or an Affiliate of a Member, unless otherwise approved by the Managing Member) to be held by such agent for a reasonable period of time and for the purpose of disbursing such reserves in payment of any of the aforesaid contingencies and, at the expiration of such period of time, to distribute the balance thereafter remaining in the manner hereinafter provided;
(c) as contemplated by Section 12.2(b) above, to the payment and discharge of all of the Company’s debts and liabilities to the Members and their Affiliates; and
(d) finally, as contemplated by Section 7.2 above. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 12.3 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to each Member of its Member Units and Interests. Except as provided by law or as expressly provided in the Agreement, upon dissolution each Member shall look solely to the assets of the Company for the return of its Capital Contribution and Capital Account. If the Company’s property remaining after the payment or discharge of debts and liabilities of the Company is insufficient to return the Capital Contributions and Capital Accounts of one or more Members, such Member or Members shall have no recourse against any other Member.
