Common use of Distribution of Assets on Dissolution Clause in Contracts

Distribution of Assets on Dissolution. Upon the winding up of the Company, the Managing Member shall take full account of the assets and liabilities of the Company, shall liquidate the assets (unless the Managing Member determines that a distribution of any of the Company's Property in-kind would be more advantageous to the Member than the sale thereof) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including the Member, if it is a creditor, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reserves which the Managing Member may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Managing Member to an escrow agent or trustee selected by the Managing Member to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Managing Member shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) then, to the Member. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Managing Member. If at the time of liquidation the Managing Member shall determine that an immediate sale of some or all of the Company's Property would cause undue loss to the Member, the Managing Member may, in order to avoid such loss, defer liquidation.

Distribution of Assets on Dissolution. Upon the winding up of the Company, the Managing Member shall take full account of the assets and liabilities of the Company, shall liquidate the assets (unless the Managing Member determines that a distribution of any of the Company's Company Property in-in- kind would be more advantageous to the Member than the sale thereof) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including the Member, if it is a creditor, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reserves which the Managing Member may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Managing Member to an escrow agent or trustee selected by the Managing Member to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Managing Member shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) then, to the Member. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Managing Member. If at the time of liquidation the Managing Member shall determine that an immediate sale of some or all of the Company's Company Property would cause undue loss to the Member, the Managing Member may, in order to avoid such loss, defer liquidation.

Distribution of Assets on Dissolution. Upon the winding up of the Company, such Person (“Liquidating Trustee”) designated by a Supermajority of the Managing Members (which Liquidating Trustee may also be removed by any single Member owning more than a 30% Sharing Ratio in which case a substitute Person may be selected as a Liquidating Trustee by a Supermajority of the Members) shall take full account of either or both of the following: (i) sell the assets and liabilities of the Company at public or private sale, at which sale any Member may purchase such assets, or (ii) retain part or all of the assets of the Company, shall liquidate . Such distributions may be made in cash or kind and the assets (unless the Managing Member determines that a distribution proportion of any distribution that may be made in cash or kind may vary from Member to Member as the Managers may decide. The Liquidating Trustee shall promptly distribute all cash and other assets of the Company's Property in-kind would be more advantageous to the Member than the sale thereof) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom Company in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including Members who are creditors (including, without limitation, Newmark in respect of the Member, if it is a creditorNewmark Loans and the ▇▇▇▇-▇▇▇▇ Member in respect of the ▇▇▇▇-▇▇▇▇ Loans), to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reasonable reserves which the Managing Member Liquidating Trustee may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Managing Member Liquidating Trustee to an escrow agent or trustee selected by the Managing Member trustee to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Managing Member Liquidating Trustee shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided;; and (c) then, subject to Section 14.8, to the Member. Liquidation proceeds shall be paid within 60 days of the end of Members in accordance with their respective positive Capital Account balances after taking into account all Capital Account adjustments for the Company's ’s taxable year in which the liquidation occurs. Liquidation proceeds shall be paid in accordance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). Such distributions shall be in cash or Property (which need not which, if Property, shall be distributed proportionatelyproportionately to those Members so entitled to distributions) or partly in both, as determined by the Managing Members acting by Supermajority vote. Further, the Liquidating Trustee (but not a Manager or Member. If at the time of liquidation the Managing Member ) may receive reasonable compensation (which shall determine that an immediate sale of some or all of be payable by the Company's Property would cause undue loss ) for its services performed pursuant to the Member, the Managing Member may, in order to avoid such loss, defer liquidationthis Article XIV.

Distribution of Assets on Dissolution. Upon the winding up of the Company, the Managing Member shall take full account of the assets and liabilities of the Company, shall liquidate the assets (unless the Managing Member determines that a distribution of any of the Company's Company Property in-kind would be more advantageous to the Member than the sale thereof) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including the Member, if it is a creditor, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reserves which the Managing Member may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Managing Member to an escrow agent or trustee selected by the Managing Member to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Managing Member shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) then, to the Member. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Managing Member. If at the time of liquidation the Managing Member shall determine that an immediate sale of some or all of the Company's Company Property would cause undue loss to the Member, the Managing Member may, in order to avoid such loss, defer liquidation.

Distribution of Assets on Dissolution. Upon Subject to Section 12.5 below, upon the winding up of the Company, the Managing Member Designated Directors (or such Person(s) designated by such directors) shall take full account of the assets and liabilities of the Company, shall liquidate the assets (unless the Managing Member determines such directors determine that a distribution of any of the Company's Company Property in-kind would be more advantageous to the Member Members than the sale thereof, in which case the adjustments to the Members' respective Capital Account pursuant to Section 7.2 shall be made immediately prior to such distribution) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including the Member, if it is a creditorMembers who are creditors, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reserves which the Managing Member Designated Directors may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Managing Member Board to an escrow agent or trustee selected by the Managing Member Designated Directors to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Managing Member Board shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) third, to the Members pro rata in accordance with and to the extent of their positive capital account balances, if any; and (d) then, to the MemberMembers in accordance with their Membership Interests. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Managing MemberBoard. In the case of a distribution of Property, the Board shall endeavor, to the extent feasible, to distribute to each Member the Property which such Member had previously contributed to the Company. If at the time of liquidation the Managing Member shall Designated Directors determine that an immediate sale of some or all of the Company's Company Property would cause undue loss to the MemberMembers, the Managing Member Board may, in order to avoid such loss, defer liquidation.

Distribution of Assets on Dissolution. Upon the winding up of the Company, the Managing Member (or, if there is no Managing Member then remaining, such other Person(s) designated by the Members representing at least a majority of the Members' Sharing Ratios) shall take full account of the assets and liabilities of the Company, shall liquidate the assets (unless the Managing Member determines that a distribution of any of the Company's Company Property in-kind would be more advantageous to the Member Members than the sale thereof) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including the Member, if it is a creditorMembers who are creditors, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reserves which the Managing Member may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Managing Member to an escrow agent or trustee selected by the Managing Member to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Managing Member shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) then, to the MemberMembers in accordance with positive Capital Account balances taking into account all Capital Account adjustments for the Company's taxable year in which the liquidation occurs. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Managing Member. If at the time of liquidation the Managing Member shall determine that an immediate sale of some or all of the Company's Company Property would cause undue loss to the MemberMembers, the Managing Member may, in order to avoid such loss, defer liquidation.

Distribution of Assets on Dissolution. Upon the winding up of the ofthe Company, the Managing Member (or, ifthere is no Managing Member then remaining, such other Person(s) designated by the Members representing at least a majority ofthe Members' Sharing Ratios) shall take full account of the ofthe assets and liabilities of the ofthe Company, shall liquidate the assets (unless the Managing Member determines that a distribution of any of the Company's ofany Company Property in-kind would be more advantageous to the Member Members than the sale thereof) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the ofthe debts and liabilities of the ofthe Company to creditors, including the Member, if it is a creditorMembers who are creditors, to the extent permitted by law, in satisfaction of such ofsuch debts and liabilities, and to the payment of necessary ofnecessary expenses of liquidationofliquidation; (b) second, to the setting up of any ofany reserves which the Managing Member may deem necessary or appropriate for any anticipated obligations or contingencies of the ofthe Company arising out of or ofor in connection with the operation or business of the ofthe Company. Such reserves may be paid over by the Managing Member to an escrow agent or trustee selected by the Managing Member to be disbursed by such escrow agent or trustee in payment of any of the ofany ofthe aforementioned obligations or contingencies and, if any ifany balance remains at the expiration of such ofsuch period as the Managing Member shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) then, to the MemberMembers in accordance with positive Capital Account balances taking into account all Capital Account adjustments for the Company's taxable year in which the liquidation occurs. Liquidation proceeds shall be paid within 60 days of the ofthe end of the ofthe Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Managing Member. If at Ifat the time of liquidation ofliquidation the Managing Member shall determine that an immediate sale of some ofsome or all of the Company's Company Property would cause undue loss to the MemberMembers, the Managing Member may, in order to avoid such loss, defer liquidation.

Distribution of Assets on Dissolution. Upon the winding up of the Company, the Managing Member Members acting together (or such Person(s) designated by the Members representing at least a majority of the Membership Interests) shall take full account of the assets and liabilities of the Company, shall liquidate the assets (unless the Managing Member determines Members determine that a distribution of any of the Company's Company Property in-kind would be more advantageous to the Member Members than the sale thereof) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including the Member, if it is a creditorMembers who are creditors, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reserves which the Managing Member Members may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Managing Member Members to an escrow agent or trustee selected by the Managing Member Members to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Managing Member Members shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) third, to the Members pro rata in accordance with and to the extent of their positive Capital Account balances, if any; (d) then, to the MemberMembers in accordance with their Membership Interests. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Managing MemberBoard. If at the time of liquidation the Managing Member Members shall determine that an immediate sale of some or all of the Company's Company Property would cause undue loss to the MemberMembers, the Managing Member Members may, in order to avoid such loss, defer liquidation.