Distribution on Dissolution and Liquidation Sample Clauses
The 'Distribution on Dissolution and Liquidation' clause defines how a company's remaining assets are allocated among stakeholders when the business is dissolved or liquidated. Typically, this clause outlines the order of payments, such as settling debts and liabilities first, followed by distributing any remaining assets to shareholders or partners according to their ownership interests. Its core function is to ensure a clear and fair process for asset distribution, minimizing disputes and providing certainty to all parties involved during the winding-up of the business.
Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:
(a) the Member shall oversee the winding up of the Company’s affairs;
(b) the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and
(c) the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:
(i) to the expenses of liquidation;
(ii) to the payment of the debts and liabilities of the Company, including any debts and liabilities owed to the Member;
(iii) to the setting up of any reserves that the Member determines to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company; and
(iv) the balance, if any, to the Member.
Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason (including the Company's liquidation within the meaning of Treasury Regulation 1.704-1(b)(2)(ii)(g)) or of a Series the business of the Company or of a Series shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company or of the Series pursuant to the provisions of this Section 7.3 as promptly as practicable thereafter, and each of the following shall be accomplished:
(a) the Member associated with a Series shall elect or appoint a liquidator for such Series;
(b) the liquidator shall cause to be prepared a statement setting forth the assets and liabilities of the Series as of the date of dissolution, a copy of which statement shall be furnished to the Member associated with the Series;
(c) the assets of a Series shall be liquidated by the liquidator as promptly as possible, but in an orderly and businesslike manner; the liquidator may, in the exercise of its business judgment, determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind based upon the fair market value as of the date of such distribution;
(d) any profits or losses realized with respect to a Series upon the sale of its assets shall be recognized and allocated to the Member associated with such Series;
(e) the proceeds of sale and all other assets of the Series shall be applied and distributed as follows and in the following order of priority:
(i) to the expenses of liquidation;
(ii) to the payment of the debts and liabilities of the Series;
(iii) to the setting up of any reserves which the liquidator shall determine to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Series or the Member associated with the Series arising out of or in connection with the Series. Such reserves shall be held by the liquidator or paid over to a bank or title company selected by it, to be held by such bank or title company as escrow holder or liquidator for the purposes of disbursing such reserves to satisfy the liabilities and obligations described above; and
(iv) the balance (including amounts released from any unnecessary reserves set up pursuant to Section 7.3(e)(iii)), if any, to the Member associated with the Series.
Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 8.3, as promptly as practicable thereafter, and each of the following shall be accomplished:
(a) the Member shall oversee the winding up of the Company's affairs;
(b) the assets of the Company shall be liquidated as determined by the Member, or the Member may determine not to sell all or any portion of the assets, in which event such assets shall be distributed in kind; and
(c) the proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:
Distribution on Dissolution and Liquidation. In the event of the dissolution and liquidation of the Company for any reason, after the payment of or provision for creditors pursuant to NRS Section 86.521 and other applicable law, the Company's assets shall be distributed among the Members in accordance with their respective positive Capital Account balances, in accordance with Regulations Section 1.704-1(b)(2)(ii)(b)(2).
Distribution on Dissolution and Liquidation. 59 ARTICLE XIII LIABILITY, EXCULPATION AND INDEMNIFICATION
Distribution on Dissolution and Liquidation. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order:
(a) Payment of creditors of the Partnership (other than Partners) in the order of priority as provided by law;
(b) Establishment of reserves as determined by the Liquidating Trustee to provide for contingent liabilities, if any;
(c) Payment of debts of the Partnership to Partners, if any, in the order of priority provided by law;
(d) To the Partners in accordance with the positive balances in their respective Capital Accounts after giving effect to all contributions, distributions and allocations for all periods, including the period in which such distribution occurs (other than those adjustments made pursuant to this SECTION 8.2(d)). Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with paragraphs (c) and (d) above.
Distribution on Dissolution and Liquidation. In the event of the dissolution and liquidation of the Partnership for any reason other than pursuant to Article V hereof or pursuant to the terms of the Joint Venture Agreement with respect to the transfer of the interest of a Partner in the Partnership to another Partner, after the payment of or provision for creditors pursuant to applicable law, the Partnership's assets will be distributed among the Partners in the following manner:
(a) First, all assets related to OR1 shall be distributed to the AT&T Partner; and
(b) Second, all remaining assets will be distributed to the Partners pro rata in accordance with their positive Capital Account balances in accordance with Regulation Section 1.704-1(b)(2)(ii)(b)(2) (after taking into account the distribution to the AT&T Partner of the assets related to OR1). To the extent consistent with the foregoing provisions of this Section 9.02, the Partnership's non-monetary assets will be distributed to the Partner which contributed such asset to the Partnership (or to the successor of such contributing Partner). In the event of the dissolution and liquidation of the Partnership pursuant to Article V hereof or pursuant to the terms of the Joint Venture Agreement with respect to the transfer of the interest of a Partner in the Partnership to another Partner, after the payment of or provision for creditors pursuant to applicable law, the Partnership's assets will be distributed to the Partner or the third party purchasing the interest of the Selling Partner.
Distribution on Dissolution and Liquidation. In the event of the dissolution and liquidation of the Company for any reason, after the payment of or provision for creditors pursuant to the Act and other applicable law, the Company's assets shall be distributed among the Members in accordance with their respective positive Capital Account balances, in accordance with Regulations Section 1.704- 1(b)(2)(ii)(b)(2).
Distribution on Dissolution and Liquidation. 24 ARTICLE XII LIABILITY, EXCULPATION AND INDEMNIFICATION 12.1 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 12.2
Distribution on Dissolution and Liquidation. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order:
(a) Payment of creditors of the Partnership (other than Partners) in the order of priority as provided by law;
(b) Establishment of reserves as determined by the Liquidating Trustee to provide for contingent liabilities, if any;
(c) Payment of debts of the Partnership to Partners, if any, in the order of priority provided by law;
(d) To the Partners in accordance with the positive balances in their respective Capital Accounts after giving effect to all contributions, distributions and allocations for all periods, including the period in which such distribution occurs (other than those adjustments made pursuant to this Section 8.2(d)). Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with paragraphs (c) and (d) above.