Common use of Distribution on Dissolution and Liquidation Clause in Contracts

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 (including the Company's liquidation within the meaning of Treasury Regulation 1.704-1(b)(2)(ii)(g)) or of a Series reason, 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 12.5, as promptly as practicable thereafter, and each of the following shall be accomplished: (a) holders of a Supermajority of the Member associated with a Series Common Shares shall elect or appoint a liquidator for such Seriesliquidator; (b) the liquidator shall cause to be prepared a statement setting forth the assets Property and liabilities of the Series Company as of the date of dissolution, a copy of which statement shall be furnished to the Member associated with the SeriesMembers; (c) the assets Property of a Series the Company shall be liquidated by the liquidator as promptly as possible, but in an orderly and businesslike manner; the . The liquidator may, in the exercise of its business judgment, determine not to sell all or any portion of the assetsProperty, in which event such assets Property shall be distributed in kind based upon the fair market value as of the date of such distribution; (d) any profits Profits or losses Losses realized with respect to a Series by the Company upon the sale of its assets Property shall be recognized and allocated to the Member associated with such Series;Members in the manner set forth in Article V; and (e) the proceeds of sale and all other assets Property of the Series 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 SeriesCompany (including loans from Members); (iii) to the setting up of any reserves which the liquidator shall determine to be reasonably necessary necessary, for such period as the liquidator shall deem advisable, for contingent, unliquidated or unforeseen liabilities or obligations of the Series Company or the Member associated with the Series Members arising out of or in connection with the SeriesCompany. 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; (iv) to the holder of the Series A Preferred Shares to the extent of its Capital Account balance in respect of the Series A Preferred Shares; (v) to the holders of the Series B Preferred Shares to the extent of their pro rata share of the Capital Account balance in respect of the Series B Preferred Shares; and (ivvi) the balance (including amounts released from any unnecessary reserves set up pursuant to Section 7.3(e)(iii12.5(e)(iii)), if any, after giving effect to all contributions, distributions and allocations for all periods, to the holders of Common Shares pro rata in proportion to their positive Capital Account balances. Each Member associated understands and agrees that by accepting the provisions of this Section 12.5 setting forth the priority of the distribution of assets of the Company to be made upon a liquidation, such Member expressly waives any right which it, as a creditor of the Company, might otherwise have to receive distributions of assets pari passu with the Seriesother creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinates to said creditors any such right.

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 10.2, as promptly as practicable thereafter, and each of the following shall be accomplished: (a) the The Managing Member associated with a Series shall elect or appoint a liquidator for such Series;(who may be the same Person as the Managing Member). (b) the The liquidator shall cause to be prepared a statement setting forth the assets Property and liabilities of the Series Company as of the date of dissolution, a copy of which statement shall be furnished to the Member associated with the Series;Members. (c) the assets of a Series The Property shall be sold or otherwise 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 assetsProperty, in which event such assets Property shall be distributed in kind based upon the fair market value as of the date of such distribution;. (d) any profits Any Profits or losses Losses realized with respect to a Series by the Company upon the sale of its assets Property shall be recognized and allocated to the Member associated Members in the manner set forth in Article IV (to the extent an asset is to be distributed in kind, such asset shall be deemed to have been sold at its fair market value on the date of distribution, the Profits or Losses deemed recognized upon such deemed sale shall be allocated in accordance with Article IV and the amount of the distribution shall be considered to be such Series;fair market value of the asset as of the date of dissolution, which fair market value shall be determined by Independent Qualified Appraiser or by agreement of a Majority). (e) the The proceeds of sale and all other assets Property of the Series 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 SeriesCompany (including loans from Members); (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 Company or the Member associated with the Series Members arising out of or in connection with the SeriesCompany. 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)(iii10.2(e)(iii)), if any, after giving effect to all contributions, distributions and allocations of Profits and Losses for all periods, to the Members, pro rata in proportion to their positive Capital Account balances. (f) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member associated has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all Fiscal Years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever; (g) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (h) The Managing Member shall comply with any applicable requirements of applicable law pertaining to the Serieswinding up of the affairs of the Company and the final distribution of its assets.

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 10.2, as promptly as practicable thereafter, and each of the following shall be accomplished: (a) the Member associated with a Series The Managers shall elect or appoint a liquidator for such Series;(who may be a Member or a Manager). (b) the The liquidator shall cause to be prepared a statement setting forth the assets Company Property and liabilities of the Series Company as of the date of dissolution, a copy of which statement shall be furnished to the Member associated with the Series;Members. (c) the assets of a Series The Company Property shall be sold or otherwise liquidated by the liquidator as promptly as possible, but in an orderly and businesslike manner; the . The liquidator may, in the exercise of its business judgment, determine not to sell all or any portion or all of the assetsCompany Property, in which event such assets portion or all of the Company Property shall be distributed in kind based upon the fair market value as of the date of such distribution;. (d) any profits Any Profits or losses Losses realized with respect to a Series by the Company upon the sale of its assets the Company Property shall be recognized and allocated to the Member associated Members in the manner set forth in Article IV. To the extent an asset is to be distributed in kind, (i) the asset shall be deemed to have been sold at its fair market value on the date of distribution; (ii) the Profits or Losses deemed recognized upon such deemed sale shall be allocated in accordance with Article IV; and (iii) the amount of the distribution shall be considered to be such Series;fair market value of the asset as of the date of dissolution as shall be determined by the Managers. (e) the The proceeds of sale and all other assets Company Property of the Series Company shall be applied and distributed as follows and in the following order of priority: (i) to To the expenses of liquidation;. (ii) to To the payment of the debts and liabilities of the Series;Company (including any loans to the Company from the Members.) (iii) to To the setting up establishment of any reserves which that the liquidator shall determine to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Series Company or the Member associated with the Series Members arising out of of, or in connection with with, the SeriesCompany. Such Any reserves shall be held by the liquidator or paid over to a bank or title company selected by it, it to be held by such bank or title company as escrow holder or liquidator for the purposes purpose of disbursing such the reserves to satisfy the liabilities and obligations described above; and. (iv) the The balance (including amounts released from any unnecessary reserves set up pursuant to Section 7.3(e)(iii10.2(e)(iii)), if any, after giving effect to all contributions, distributions and allocations of Profits and Losses for all periods, to the Members, pro rata in proportion to their positive Capital Account balances. (f) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member associated has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all Fiscal Years, including the year during which such liquidation occurs) such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (g) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (h) The Managers shall comply with any applicable requirements of applicable law pertaining to the Serieswinding up of the affairs of the Company and the final distribution of its assets.

Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason (including the Company's ’s liquidation within the meaning of Treasury Regulation 1.704-1(b)(2)(ii)(g1.704(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 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 (including the Company's liquidation within the meaning of Treasury Regulation 1.704-1(b)(2)(ii)(g)) or of a Series reason, 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 11.3, as promptly as practicable thereafter, and each of the following shall be accomplished: (a) holders of a majority of the Member associated with a Series Common Shares shall elect or appoint a liquidator for such Seriesliquidator; (b) the liquidator shall cause to be prepared a statement setting forth the assets Property and liabilities of the Series Company as of the date of dissolution, a copy of which statement shall be furnished to the Member associated with the SeriesMembers; (c) the assets Property of a Series the Company shall be liquidated by the liquidator as promptly as possible, but in an orderly and businesslike manner; the . The liquidator may, in the exercise of its business judgment, determine not to sell all or any portion of the assetsProperty, in which event such assets Property shall be distributed in kind based upon the fair market value as of the date of such distribution; (d) any profits Profits or losses Losses realized with respect to a Series by the Company upon the sale of its assets Property shall be recognized and allocated to the Member associated with such Series;Members in the manner set forth in Article V; and (e) the proceeds of sale and all other assets Property of the Series 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 SeriesCompany (including loans from Members); (iii) to the setting up of any reserves which the liquidator shall determine to be reasonably necessary necessary, for such period as the liquidator shall deem advisable, for contingent, unliquidated or unforeseen liabilities or obligations of the Series Company or the Member associated with the Series Members arising out of or in connection with the SeriesCompany. 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; (iv) to the holders of the Series A Preferred Shares in an amount equal to the Required Series A Capital Account Balance; and (ivv) the balance (including amounts released from any unnecessary reserves set up pursuant to Section 7.3(e)(iii11.3(e)(iii)), if any, after giving effect to all contributions, distributions and allocations for all periods, to the holders of Common Shares pro rata in proportion to their positive Capital Account balances. Each Member associated understands and agrees that by accepting the provisions of this Section 11.3 setting forth the priority of the distribution of assets of the Company to be made upon a liquidation, such Member expressly waives any right which it, as a creditor of the Company, might otherwise have to receive distributions of assets pari passu with the Seriesother creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinates to said creditors any such right.

Distribution on Dissolution and Liquidation. In the event of the dissolution of the Company for any reason (including the Company's ’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 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 Seriesliquidator; (b) the liquidator shall cause to be prepared a statement setting forth the assets and liabilities of the Series Company as of the date of dissolution, a copy of which statement shall be furnished to the Member associated with the SeriesMember; (c) the assets of a Series the Company 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 by the Company upon the sale of its assets shall be recognized and allocated to the Member associated with such SeriesMember; (e) the proceeds of sale and all other assets of the Series 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 SeriesCompany; (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 Company or the Member associated with the Series arising out of or in connection with the SeriesCompany. 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 SeriesMember.