Common use of Distribution of Assets Upon Dissolution Clause in Contracts

Distribution of Assets Upon Dissolution. and winding up of the LLC, the affairs of the LLC shall be wound up and the LLC liquidated by the Managers. Pursuant to such liquidation the assets of the LLC shall be sold unless the Members shall consent to a distribution in kind of the assets. If the Members do not consent to a distribution in kind but the Managers determine that an immediate sale would be financially inadvisable, they may defer sale of the LLC assets for a reasonable time. If any assets are distributed in kind, then they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at such fair market value for purposes of the allocations under Section 10. Unless the Members otherwise agree, if any assets are to be distributed in kind, they shall be distributed to the Members, as tenants-in-common, in undivided interests in proportion to distributions to which the Members are entitled under this Section 14.5. The assets of the LLC, whether cash or in kind shall be distributed as follows in accordance with the Act: 14.5.1 to creditors of the LLC in the order of priority provided by law; and 14.5.2 the Members and Assignees in accordance with the positive balances in their Capital Accounts, after adjustment for allocations of income and loss realized during the year of dissolution, and except as specifically provided in Sections 3 and 11, no Member or Assignee shall have any obligation at any time to repay or restore to the LLC all or any part of any distribution made to it from the LLC in accordance with this Sections 14.5 or 11 or to make any additional contribution of capital to the LLC. The distributions in this Section 14.5 shall be made when dissolution occurs, or, if later, within 90 days following the event triggering the dissolution. The LLC shall terminate when all of its assets have been sold and/or distributed and all of its affairs have been wound up.

Distribution of Assets Upon Dissolution. and winding up of the LLCIn settling accounts after dissolution, the affairs of the LLC shall be wound up and the LLC liquidated by the Managers. Pursuant to such liquidation the assets of the LLC shall be sold unless the Members shall consent to a distribution in kind of the assets. If the Members do not consent to a distribution in kind but the Managers determine that an immediate sale would be financially inadvisable, they may defer sale of the LLC assets for a reasonable time. If any assets are distributed in kind, then they Company shall be distributed on in the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at such fair market value for purposes of the allocations under Section 10. Unless the Members otherwise agree, if any assets are to be distributed in kind, they shall be distributed to the Members, as tenants-in-common, in undivided interests in proportion to distributions to which the Members are entitled under this Section 14.5. The assets of the LLC, whether cash or in kind shall be distributed as follows in accordance with the Actfollowing order: 14.5.1 a. First, to creditors of the LLC pay those liabilities to creditors, in the order of priority as provided by lawlaw (except those to Members on account of their Capital Contributions); and 14.5.2 b. The balance, if any, to the Members and Assignees in accordance with the positive balances in their Capital AccountsSection 7.2; provided, after adjustment for allocations of income and loss realized during the year of dissolutionhowever, and except as specifically provided in Sections 3 and 11, that no Member or Assignee shall have any obligation at any time to repay or restore to the LLC all or any part of any distribution made to it from the LLC in accordance with this Sections 14.5 or 11 or to make any additional contribution of capital to the LLC. The distributions in this Section 14.5 shall be made when dissolution occurspursuant to Section 12.2(a) that creates or increases any Member's Adjusted Capital Account Deficit beyond its obligation (deemed or actual) to restore such deficit, ordetermined as follows: (i) any distribution to a Member under to Section 12.2(a) shall first be determined tentatively without regard to the Member's Capital Account; and (ii) the allocation provisions of Article 6 shall then be applied tentatively as if such tentative distribution had been made. If the Member would thereby have an Adjusted Capital Account Deficit that exceeds its deemed and actual obligation to restore such deficit, if laterthe actual distribution to the Member under Section 12.2(a) shall be equal to the tentative distribution to the Member, within 90 days following less the amount of such excess. c. Notwithstanding Section 12.2(a), in the event triggering of a dissolution based on a Notice of Dissolution Event pursuant to Section 12.1(a)(iii) or Section 12.1(a)(iv), any land contributed to the dissolutionCompany by Grand or any other Grand Member shall be distributed back to the Grand Member as if the Company's formation had been rescinded, to the extent permitted by law. The LLC If the Initial Working Capital Contribution and any subsequent cash Capital Contributions have not been sufficient to pay all liabilities to creditors and pay other Company costs incurred, including without limitation hard and soft costs incurred by the Diamond Member (other than compensation to ▇▇▇▇▇▇▇ ▇. Cloobeck or ▇▇▇▇▇▇▇ ▇. Cloobeck) on behalf of the Company prior to distributing such land to the Grand Member, then the Grand Member shall terminate when all reimburse the Company for such unpaid liabilities and costs prior to such distribution of its assets have been sold and/or distributed and all of its affairs have been wound upthe land.