Distribution of Properties Clause Samples

Distribution of Properties. 76 11.8 Priority......................................................... 80
View SourceView Similar (2)
Distribution of Properties. (a) If the Class A Members elect to distribute certain of the Company's Properties or the Company's direct or indirect interests therein (together with associated liabilities) pursuant to Section 11.5 hereof, the Company's Properties (together with associated liabilities) shall be divided among the Class A Members, on the one hand, and the Class B Members, on the other hand, by having each select Properties on an alternating one-by-one basis (with the Class B Members being entitled to the first selection) until either the Class A Members or the Class B Members have selected Properties having a Dissolution Value equal to their Proportionate Share of the Dissolution Value of all of the Company's Properties with any remaining Properties going to the other party or parties. (b) The "Dissolution Value of a Property" shall be the Value of the Property, determined in accordance with Section 9.3 above, plus the book value of the Other Assets as of the date of distribution (including Cash Reserves and other non-operating assets) that are attributable or allocable to such Property less the Liabilities as of the date of distribution (including corporate level liabilities) that are associated with or allocable to such
View Source
Distribution of Properties. (a) If the Class A Members elect to distribute certain of the Company's Properties or the Company's direct or indirect interests therein (together with associated liabilities) pursuant to Section 11.5 hereof, the Company's Properties (together with associated liabilities) shall be divided among the Class A Members, on the one hand, and the Class B Members, on the other hand, by having each select Properties on an alternating one-by-one basis (with the Class B Members being entitled to the first selection) until either the Class A Members or the Class B Members have selected Properties having a Dissolution Value equal to their Proportionate Share of the Dissolution Value of all of the Company's Properties with any remaining Properties going to the other party or parties. (b) The "Dissolution Value of a Property" shall be the Value of the Property, determined in accordance with Section 9.3 above, plus the book value of the Other Assets as of the date of distribution (including Cash Reserves and other non-operating assets) that are attributable or allocable to such Property less the Liabilities as of the date of distribution (including corporate level liabilities) that are associated with or allocable to such Property (excluding Retained Debt, which for this purpose is not a Liability and is to be paid in accordance with Section 13.1). The determination of the Accountants as to the Other Assets and the Liabilities (and the allocation thereof among the Properties) shall be binding. (c) All Properties selected by the Class B Members or any direct or indirect interests therein (together with associated liabilities) will be distributed to the Class B Members in exchange for all of their Units, and the Class B Members shall thereafter no longer be Members of the Company and such Properties shall no longer be owned by the Company or any Affiliate thereof for any purpose, including with respect to governance, distributions, valuation or management (and the other Properties shall continue to be owned by the Company and its Subsidiaries and the Class A Members shall continue to own their Units in the Company). Upon distribution of Properties to the Class B Members, any management agreements between GGPLP, GG Properties or any Affiliate of either of them shall terminate without further action except for the provisions thereof which expressly survive the termination thereof. During the period prior to the distribution, the risk of casualty, damage or condemnation or oth...
View Source
Distribution of Properties. With respect to any interest in Partnership properties distributed in-kind, such interest will be distributed subject to any agreements with respect to such properties.
View Source
Distribution of Properties. The Company does hereby convey, transfer, assign and distribute all of its assets as follows: (a) The Company hereby assigns, transfers and conveys to Rentech all right, title and interest in and to all Rentech Derivative Works, if any; (b) The Company hereby assigns, transfers and conveys to HTIG all right, title and interest in and to all HTIG Derivative Works, if any; and (c) The Company hereby assigns, transfers and conveys to both Rentech and HTIG, as co-owners, any and all other intellectual property rights (including, without limitation, patents, copyrights, trademarks, service marks, applications for the foregoing and trade secrets) (collectively, “Intellectual Property”), if any, developed or owned by the Company which is not Rentech Technology, HTIG Technology, Rentech Derivative Works or HTIG Derivative Works (collectively, “Independent IP”). The Parties acknowledge and agree that there is no overlap or conflict between the Independent IP and (i) the Rentech Technology and Rentech Derivative Works; or (ii) the HTIG Technology and HTIG Derivative Works. Rentech and HTIG agree to execute such documents and take such other lawful acts as may be necessary to permit either Member to enforce, protect or otherwise use the Independent IP in any jurisdiction where both co-owners must consent to the use of co-owned intellectual property. (d) Where desirable or necessary to further effectuate sections 3(a)-(c) above, the Company hereby agrees to execute, acknowledge and deliver to HTIG and/or Rentech, as the case may be, such written instruments and perform such other lawful acts as may be necessary, in the reasonable judgment of HTIG and/or Rentech, to obtain, maintain and enforce letters patent, trademark registrations, copyright registrations or similar governmental registrations or designations on all such proprietary assets, and all reissues, renewals and extensions thereof, to vest the entire right, title and interest thereto in HTIG, Rentech or both, as the case may be. For the avoidance of doubt, any improvement (as defined by the United States patent law) to a patent which is included in either HTIG Technology or Rentech Technology shall be deemed an HTIG Derivative Work or Rentech Derivative Work, respectively. The categorization of Derivative Works as Rentech Derivative Works or HTIG Derivative Works will depend solely the underlying technology upon which it is based, and not upon any funding provided to develop the applicable Derivative Works. ...
View Source
Distribution of Properties across the EDM classes and Support of multiple statements per resources
View Source
Distribution of Properties. To the extent not conveyed or distributed to Seller or Seller's designee prior to the Closing Date, at Closing, Seller will cause the Company to cause to be conveyed or distributed to Seller or Seller's designee the rights, interests, properties and assets excluded from the Assets under Sections 2.2 and 2.3 and Article VII.
View Source

Related to Distribution of Properties

  • Distribution of Property In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of Property in-kind, subject to the priority set forth in Section 11.02, the liquidating trustee shall have the right to compel each Member to accept a distribution of any Property in-kind (with such Property, as a percentage of the total liquidating distributions to such Member, corresponding as nearly as possible to such Member’s Percentage Interest), with such distribution being based upon the amount of cash that would be distributed to such Members if such Property were sold for an amount of cash equal to the fair market value of such Property, as determined by the liquidating trustee in good faith, subject to the last sentence of Section 5.03(d).

  • Operation of Properties The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

  • Operation of Property To continue to operate the Property consistent with past practices.

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.