Common use of Distribution Upon Liquidation Clause in Contracts

Distribution Upon Liquidation. (a) Upon dissolution of the Venture, unless the business of the Venture is continued as provided above, the Manager (or, in the event that the dissolution is caused by a Bankruptcy Event with respect to the Manager, such Person, other than the Manager, as the Members shall designate as liquidator of the Venture) shall act as (“Liquidator”). The Liquidator shall wind up the affairs of the Venture, shall sell such of the assets of the Venture as it deems necessary or appropriate in accordance with Section 2.6(b)), and (i) any resulting gain or loss from each sale plus (ii) the fair market value of such property which has not been sold shall be determined and income, gain, loss or deduction inherent in such property (which has not been reflected in the Capital Accounts previously) shall be allocated among the Members as provided in Section 4.1 and, after paying all debts and liabilities of the Venture, including all costs of dissolution, shall distribute any remaining Venture property along with any cash received from the sale of the property as follows: (i) The Liquidator may set up any reserve it deems reasonably necessary for any contingent liabilities or obligations of the Venture arising out of or in connection with the Venture. Such reserve may be paid over by the Liquidator to a bank or trust company to act as escrow agent. Any such escrow agent shall hold such reserves for payment of any of the aforementioned contingencies, and, at the expiration of such period as the Liquidator shall designate, distribute the balance thereafter remaining in the manner hereinafter provided. (ii) Cash and all other assets of the Venture not sold pursuant to this Section 10.3 will be distributed among the Members in the same manner as Net Cash Flow in accordance with Section 5.1. (b) The Members shall continue to share income, loss and other tax items during the period of such Liquidation in the same proportions as before dissolution. Subject to Sections 2.6(b) the Liquidator shall determine whether to sell any Venture property, and, if so, whether at a public or private sale, for what price, and on what terms. If the Liquidator determines to sell or otherwise dispose of any Venture property or any interest therein, the Liquidator shall not be required to do so promptly but shall do so in an orderly and commercially reasonable manner so as to avoid a distress sale. (c) The obligation of any Member to the Venture or any other Member that shall have accrued and be unsatisfied as of the date of dissolution or termination of the Venture shall survive such dissolution or termination. (d) Each Member shall look solely to the assets of the Venture for all distributions with respect to the Venture, its Capital Account and its share of income, loss and other tax items, and shall have no recourse therefor (upon dissolution or otherwise) against the Manager, any other Member, the Liquidator or any of their Affiliates.

Distribution Upon Liquidation. (a) Upon dissolution of the VentureCompany, unless the business of the Venture Company is continued as provided above, the Manager Managing Board (or, in the event that the dissolution is caused by a Bankruptcy Event with respect to the Manager, or such Person, other than the Manager, Person as the Members Managing Board may designate as liquidator (the "Liquidator")) shall designate act as liquidator of the Venture) shall act as (“Liquidator”)Company. The Liquidator shall wind up the affairs of the VentureCompany, shall sell such of the assets of the Venture Company as it deems it necessary or appropriate in accordance with Section 2.6(b))appropriate, and (i) any resulting gain or loss from each sale plus (ii) the fair market value of such property which has not been sold shall be determined and income, gain, loss or deduction inherent in such property (which has not been reflected in the Capital Accounts previously) shall be allocated among the Members as provided in Section 4.1 and, after paying all debts and liabilities of the VentureCompany, including all costs of dissolution, shall distribute any remaining Venture property of the Company along with any cash received from the sale of the property as follows: (ia) The Liquidator may set up any reserve it deems reasonably necessary for any contingent liabilities or obligations of the Venture company arising out of or in connection with the VentureCompany. Such reserve may shall be paid over by the Liquidator to a bank or trust company to act as escrow agent. Any such escrow agent shall hold such reserves for payment of any of the aforementioned contingencies, and, at the expiration of such period as the Liquidator shall designate, distribute the balance thereafter remaining in the manner hereinafter provided. (iib) Cash and all other assets of the Venture company not sold pursuant to this Section 10.3 will 11.3 shall be distributed among the Members in the same manner as Net Cash Flow in accordance with Section 5.1. (b) 11.4. The Members Member shall -15- _________________________________________________________________ continue to share incomebe allocated profits, loss losses and other tax items during the period of such Liquidation liquidation in the same proportions as before dissolution. Subject to Sections 2.6(b) the The Liquidator shall determine whether to sell any Venture Company property, and, and if so, whether at a public or private sale, for what price, and on what terms. If the Liquidator determines to sell or otherwise dispose of any Venture property of the Company or any interest therein, the Liquidator shall not be required to do so promptly but shall do so in an orderly and commercially reasonable manner so as to avoid a distress sale. (c) The obligation . Notwithstanding anything to the contrary in this Article Eleven, the timing, manner and conduct of any Member liquidation arising pursuant to the Venture or any other Member that this Agreement shall have accrued and be unsatisfied as of the date of dissolution or termination of the Venture shall survive such dissolution or terminationsubject to Section 11.4. (d) Each Member shall look solely to the assets of the Venture for all distributions with respect to the Venture, its Capital Account and its share of income, loss and other tax items, and shall have no recourse therefor (upon dissolution or otherwise) against the Manager, any other Member, the Liquidator or any of their Affiliates.

Distribution Upon Liquidation. (a) Upon dissolution of the Venture, unless the business of the Venture is continued as provided above, the Manager (or, in the event that the dissolution is caused by a Bankruptcy Event with respect to the Manager, such Person, other than the Manager, as the Members shall designate as liquidator of the Venture) shall act as (“Liquidator”). The Liquidator shall wind up apply and distribute the affairs proceeds of the Venture, shall sell such liquidation of the assets of the Venture as it deems necessary or appropriate Partnership (to the extent available) in accordance with Section 2.6(b)), and the following order of priority: (i) any resulting gain or loss from each sale plus (ii) To the fair market value payment of such property which has not been sold shall be determined and income, gain, loss or deduction inherent in such property (which has not been reflected in the Capital Accounts previously) shall be allocated among the Members as provided in Section 4.1 and, after paying all debts and liabilities of the VenturePartnership (other than those to Partners) in the order of priority provided by law; provided, including all costs of dissolutionhowever, that the Liquidator shall distribute first pay, to the extent permitted by law, liabilities with respect to which any remaining Venture property along with any cash received from Partner is or may be personally liable; (ii) To the sale payment of the property expenses of liquidation of the Partnership in the order of priority provided by law; provided, however, the Liquidator shall first pay, to the extent permitted by law, expenses with respect to which any Partner is or may be personally liable; (iii) To the setting up of such reserves as follows: (i) The the Liquidator may set up any reserve it deems deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Venture Partnership arising out of or in connection with the Venture. Such reserve may its business; provided, however, that any such reserves will be paid over held by the Liquidator to a bank or trust company to act as escrow agent. Any such escrow agent shall hold for the purposes of (A) disbursing such reserves for in payment of any of the aforementioned contingencies, and, such contingencies and (B) at the expiration of such period as the Liquidator shall designatedeems advisable, distribute distributing the balance thereafter remaining in the manner hereinafter provided. and in the priority provided below; (iiiv) Cash To the payment of any loans from the Partners to the Partnership; and (v) To and among the Partners in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the taxable year of the Partnership's liquidation. If any part of the Partnership's assets consists of notes, accounts receivable or other noncash assets, the Liquidator shall take whatever steps it deems appropriate to convert such assets into cash or into any other form that would facilitate the distribution thereof. No assets of the Venture not sold pursuant to this Section 10.3 will Partnership may be distributed among in kind to any Partner without the Members in prior written consent of the same manner as Net Cash Flow in accordance with Section 5.1other Partner. (b) The Members shall continue If distributions pursuant to share income, loss and other tax items during Section 9.3(a)(v) are insufficient to return to any Partner the period full amount of such Liquidation in the same proportions as before dissolution. Subject to Sections 2.6(b) the Liquidator shall determine whether to sell any Venture property, and, if so, whether at a public or private sale, for what price, and on what terms. If the Liquidator determines to sell or otherwise dispose of any Venture property or any interest therein, the Liquidator shall not be required to do so promptly but shall do so in an orderly and commercially reasonable manner so as to avoid a distress sale. (c) The obligation of any Member to the Venture or any other Member that shall have accrued and be unsatisfied as of the date of dissolution or termination of the Venture shall survive such dissolution or termination. (d) Each Member shall look solely to the assets of the Venture for all distributions with respect to the Venture, its Partner's Capital Account and its share of incomeor Unreturned Capital, loss and other tax items, and such Partner shall have no recourse therefor (upon dissolution or otherwise) against the Manager, any other Member, Partner. No Partner shall have any obligation to restore a deficit in such Partner's Capital Account either on liquidation of the Liquidator Partnership or any liquidation of their Affiliatessuch Partner's interest in the Company.

Distribution Upon Liquidation. (a) Upon dissolution of the VenturePartnership, unless the business of the Venture Partnership is continued as provided above, the Manager General Partner (or, in the event that the dissolution is caused by a Bankruptcy Event with respect to the ManagerGeneral Partner, such Person, other than the Manager, Person as the Members Limited Partner shall designate as liquidator of the VenturePartnership (the “Liquidator”)) shall act as (“Liquidator”). The Liquidator shall wind up the affairs of the VenturePartnership, shall sell such of the remaining non‑cash assets of the Venture as it deems necessary or appropriate in accordance with Section 2.6(b)), Partnership and (i) any resulting gain or loss from each such sale plus (ii) the fair market value of such property which has not been sold shall be determined and income, gain, loss or deduction inherent in such property (which has not been reflected in the Capital Accounts previously) shall be allocated among the Members Partners as provided in Section 4.1 and, after paying all debts and liabilities of the VenturePartnership, including all costs of dissolution, shall distribute any remaining Venture property along with any cash received from the sale of the property Partnership as follows: (i) The Liquidator may set up any reserve it deems reasonably necessary for any contingent liabilities or obligations of the Venture Partnership arising out of or in connection with the VenturePartnership. Such reserve may be paid over by the Liquidator to a bank or trust company to act as escrow agent. Any such escrow agent shall hold such reserves for payment of any of the aforementioned contingencies, and, at the expiration of such period as the Liquidator shall designate, distribute the balance thereafter remaining in the manner hereinafter provided.; and (ii) Cash and all other assets of the Venture not sold pursuant to this Section 10.3 will be distributed among the Members in the same manner as Net Cash Flow Partners in accordance with Section 5.1. (b) The Members Partners shall continue to share income, loss and other tax items during the period of such Liquidation in the same proportions as before dissolution. Subject to Sections Section 2.6(b) ), the Liquidator shall determine whether to sell any Venture Partnership property, and, if so, whether at a public or private sale, for what price, and on what terms. If the Liquidator determines to sell or otherwise dispose of any Venture Partnership property or any interest therein, the Liquidator shall not be required to do so promptly but shall do so in an orderly and commercially reasonable manner so as to avoid a distress sale. (c) The obligation of any Member Partner to the Venture or any other Member Partner that shall have accrued and be unsatisfied as of the date of termination or dissolution or termination of the Venture Partnership shall survive such dissolution termination or terminationdissolution. (d) Each Member The Limited Partner shall look solely to the assets of the Venture Partnership for all distributions with respect to the VenturePartnership, its Capital Account and its share of income, loss and other tax items, and shall have no recourse therefor (upon dissolution or otherwise) against the Manager, any other MemberGeneral Partner, the Liquidator or any of their Affiliates. (e) The Liquidator shall make all distributions to the Partners in cash and may not make a distribution in‑kind to the Partners.

Distribution Upon Liquidation. (a) Upon dissolution of the Venture, unless the business of the Venture is continued as provided above, the Manager (or, in the event that the dissolution is caused by a Bankruptcy Event with respect to the Manager, such Person, other than the Manager, as the Members shall designate as liquidator of the Venture) shall act as (“Liquidator”). The Liquidator shall wind up the affairs of the Venture, shall sell such of the assets of the Venture as it deems necessary or appropriate in accordance with Section 2.6(b)), and (i) any resulting gain or loss from each sale plus (ii) the fair market value of such property which has not been sold shall be determined and income, gain, loss or deduction inherent in such property (which has not been reflected in the Capital Accounts previously) shall be allocated among the Members as provided in Section 4.1 and, after paying all debts and liabilities of the Venture, including all costs of dissolution, shall distribute any remaining Venture property along with any cash received from the sale of the property as follows: (i) The Liquidator may set up any reserve it deems reasonably necessary for any contingent liabilities or obligations of the Venture arising out of or in connection with the Venture. Such reserve may be paid over by the Liquidator to a bank or trust company to act as escrow agent. Any such escrow agent shall hold such reserves for payment of any of the aforementioned contingencies, and, at the expiration of such period as the Liquidator shall designate, distribute the balance thereafter remaining in the manner hereinafter provided. (ii) Cash and all other assets of the Venture not sold pursuant to this Section 10.3 will be distributed among the Members in the same manner as Net Cash Flow in accordance with Section 5.1. (b) The Members shall continue to share income, loss and other tax items during the period of such Liquidation in the same proportions as before dissolution. Subject to Sections 2.6(b) the Liquidator shall determine whether to sell any Venture property, and, if so, whether at a public or private sale, for what price, and on what terms. If the Liquidator determines to sell or otherwise dispose of any Venture property or any interest therein, the Liquidator shall not be required to do so promptly but shall do so in an orderly and commercially reasonable manner so as to avoid a distress sale. (c) The obligation of any Member to the Venture or any other Member that shall have accrued and be unsatisfied as of the date of dissolution or termination of the Venture shall survive such dissolution or termination. (d) Each Member shall look solely to the assets of the Venture for all distributions with respect to the Venture, its Capital Account and its share of income, loss and other tax items, and shall have no recourse therefor (upon dissolution or otherwise) against the Manager, any other Member, the Liquidator or any of their Affiliates.

Distribution Upon Liquidation. (a) Upon dissolution of the Venture, unless the business of the Venture is continued as provided above, the Manager (or, in the event that the dissolution is caused by a Bankruptcy Event with respect to the Manager, such Person, other than the Manager, as the Members shall designate as liquidator of the Venture) shall act as (“Liquidator”). The Liquidator shall wind up the affairs of the Venture, shall sell such of the assets of the Venture as it deems necessary or appropriate in accordance with Section 2.6(b)), and (i) any resulting gain or loss from each sale plus (ii) the fair market value of such property which has not been sold shall be determined and income, gain, loss or deduction inherent in such property (which has not been reflected in the Capital Accounts previously) shall be allocated among the Members as provided in Section 4.1 and, after paying all debts and liabilities of the Venture, including all costs of dissolution, shall distribute any remaining Venture property along with any cash received from the sale of the property as follows: (i) The Liquidator may set up any reserve it deems reasonably necessary for any contingent liabilities or obligations of the Venture arising out of or in connection with the Venture. Such reserve may be paid over by the Liquidator to a bank or trust company to act as escrow agent. Any such escrow agent shall hold such reserves for payment of any of the aforementioned contingencies, and, at the expiration of such period as the Liquidator shall designate, distribute the balance thereafter remaining in the manner hereinafter provided. (ii) Cash and all other assets of the Venture not sold pursuant to this Section 10.3 11.3 will be distributed among the Members in the same manner as Net Cash Flow in accordance with Section 5.1. (b) The Members shall continue to share income, loss and other tax items during the period of such Liquidation in the same proportions as before dissolution. Subject to Sections Section 2.6(b) the Liquidator shall determine whether to sell any Venture property, and, if so, whether at a public or private sale, for what price, and on what terms. If the Liquidator determines to sell or otherwise dispose of any Venture property or any interest therein, the Liquidator shall not be required to do so promptly but shall do so in an orderly and commercially reasonable manner so as to avoid a distress sale. (c) The obligation of any Member to the Venture or any other Member that shall have accrued and be unsatisfied as of the date of dissolution or termination of the Venture shall survive such dissolution or termination. (d) Each Member shall look solely to the assets of the Venture for all distributions with respect to the Venture, its Capital Account and its share of income, loss and other tax items, and shall have no recourse therefor (upon dissolution or otherwise) against the Manager, any other Member, the Liquidator or any of their Affiliates.