Distributions on Dissolution Clause Samples

Distributions on Dissolution. Upon the dissolution of the Trust, the Manager (or in the event there is no Manager, such Person (the “Liquidating Trustee”) as the Shareholders by Majority Vote may propose and approve) shall take full charge of the Trust Estate. Any Liquidating Trustee so appointed shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Manager under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, and provided that the Liquidating Trustee shall not have general liability for the acts, omissions, obligations and expenses of the Trust. Thereafter, in accordance with Section 3808(e) of the Delaware Trust Statute, the business and affairs of the Trust shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to Shareholders, and (b) to each Shareholder in accordance with its positive book capital account balance, less any amount owing by such Shareholder, after giving effect to all adjustments made pursuant to Article VII and all distributions theretofore made to the Shareholders pursuant to Article VII.

Distributions on Dissolution. Upon the dissolution of the Trust, the Sponsor (or in the event there is no Sponsor, such person (the “Liquidating Trustee”) as the majority in interest of the Shareholders may propose and approve and who agrees to serve hereunder) shall take full charge of the Trust Estate. Any Liquidating Trustee so appointed shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Sponsor under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, and provided that the Liquidating Trustee shall not have general liability for the acts, omissions, obligations and expenses of the Trust. Thereafter, in accordance with Section 3808(e) of the Delaware Trust Statute, the affairs of the Trust shall be wound up and all assets owned by the Trust shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Shareholders, and (b) to the Shareholders pro rata in accordance with their respective Percentage Interests.

Distributions on Dissolution. Upon the dissolution of the Trust or any Series, the Managing Owner (or in the event there is no Managing Owner, such person (the “Liquidating Trustee”) as the majority in interest of the Limited Owners may propose and approve) shall take full charge of the Trust’s or Series’ assets and liabilities. The Liquidating Trustee shall promptly notify the Trustee of its appointment. Any Liquidating Trustee so appointed shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the Managing Owner under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, and provided that the Liquidating Trustee shall not have general liability for the acts, omissions, obligations and expenses of the Trust. Thereafter, the business and affairs of the Trust or Series shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors, including Owners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Trust or Series of the Trust (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to Owners, and (b) to the Managing Owner and each Limited Owner pro rata in accordance with his positive book capital account balance, less any amount owing by such Interest Holder to the Trust or Series, after giving effect to all adjustments made pursuant to Article VI and all distributions theretofore made to the Owners pursuant to Article VI. After the distribution of all remaining assets of the Trust or Series, the Managing Owner will contribute to the Trust or Series an amount equal to the lesser of (i) the deficit balance, if any, in its book capital account, and (ii) the excess of 1.01% of the total Capital Contributions of the Limited Owners over the capital previously contributed by the Managing Owner. Any Capital Contributions made by the Managing Owner pursuant to this Section shall be applied first to satisfy any amounts then owed by the Trust or Series to its creditors, and the balance, if any, shall be distributed to those Owners in the Trust or Series whose book capital account balances (immediately fo...

Distributions on Dissolution. Upon the dissolution of the Partnership the General Partner who has not wrongfully dissolved the Partnership shall wind up the affairs of the Partnership. If there is no such General Partner, the Limited Partners shall wind up the affairs of the Partnership. The Partners winding up the affairs of the Partnership shall take full account of the Partnership assets and liabilities and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order: (1) to creditors (including Partners who are creditors to the extent permitted by law), in the order of priority as provided by law, (2) to the Partners in accordance with their respective Capital Accounts, determined after the application of Articles VIII and IX hereof and (3) to the Partners in accordance with the provisions of Paragraph E of Article IX hereof. Notwithstanding anything to the contrary, in the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), liquidating distributions shall be made pursuant to the previous sentence by the end of the taxable year in which the Partnership is liquidated, or, if later, within 90 days after the date of such liquidation. Distributions pursuant to the preceding sentence may be made to a trust for the purposes of an orderly liquidation of the Partnership by the trust in accordance with the Act.

Distributions on Dissolution. The proceeds of liquidation and other assets of the Company shall be applied and distributed in the following order of priority:

Distributions on Dissolution. After dissolution, distributions of cash to Partners on account of their interests as Partners shall be made in accordance with the provisions of Article III. Assets of the Partnership may be distributed in kind on the basis of the then fair market value thereof as determined by an independent appraiser selected by the distributor appointed by the General Partner, or the persons carrying out the winding up of the affairs of the Partnership in accordance with Section 5.

Distributions on Dissolution. (a) The Members hereby appoint the Member with the largest Percentage Interest upon the occurrence of a Dissolution Event to act as the liquidator (the “Liquidator”), and in such capacity, such Member shall constitute a “liquidating trustee” under the Act. Upon a Dissolution Event, the business of the Company shall be continued only to the extent necessary to allow an orderly winding up of its affairs. The Liquidator will (i) prepare (or cause to be prepared) a statement setting forth the assets and liabilities of the Company as of the date of dissolution and shall provide a copy of such statement to all of the Members, and (ii) proceed diligently and in good faith, and in an orderly, businesslike and commercially reasonable manner, to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The Liquidator may sell, and will use commercially reasonable efforts to obtain the best possible price for, any or all Company property, including to Members. For the avoidance of doubt: (i) all approval and veto rights set forth in Section 5.3 shall continue during the liquidation; (ii) any negotiation or sale in which the Liquidator (or any of its Affiliates) would be the counterparty shall be conducted by, and subject solely to the approval of, the non-conflicted Member; and (iii) in no event shall any Company property be sold to a Member (or its Affiliate) for less than Fair Market Value. (b) Upon the winding up of the Company, the Company’s assets shall be distributed: (i) first, to the satisfaction of the debts, liabilities and obligations of the Company (including any such obligations owing to any Member) and the expenses of liquidation or distribution (whether by payment or reasonable provision for payment and discharge thereof, including by the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the Liquidator may reasonably determine in accordance with the Act), other than liabilities to Members or former Members for distributions; and (ii) second, to the Members, in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 7.3(b)(ii)) for the taxable period of the Company during which the liquidation of the Company occurs (with such date of occurrence being de...

Distributions on Dissolution. (a) 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: (i) payment of creditors of the Partnership, including creditors who are Partners or former Partners; (ii) establishment of reserves as provided by the Liquidating Trustee to provide for contingent liabilities, if any; (iii) to the holders of Class A Units, pro rata in accordance with the holders' ownership of Class A Units, in an amount equal to the excess, if any, of (x) the Class A Liquidation Preference Distribution, over (y) the sum of all prior distributions to (iv) to the holders of Class A Units, pro rata in accordance with the holders' ownership of Class A Units, in an amount equal to the excess, if any, of (x) the total of all Class A RP Special Distributions that have accrued as of the date of payment of such liquidating distribution, less (y) the total of all previous distributions to the holders of Class A Units in respect of such Class A RP Special Distributions pursuant to Section 6.2(a) and this Section 8.2(a)(iv); and (v) to the holders of Units, including Class A Units, in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (ii) 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 the provisions of this Section 8.2(a). No Partner or holder of Units shall be liable to any other Partner or holder of Units for a deficit balance in its Capital Account. SECTION 10. Notwithstanding Section 6.16(d) of the Transaction Agreement, no restrictions on the transfer of the shares of Denver, Seattle or Lauderdale shall be enforced if and only to the extent that such restriction would cause Denver, Seattle or Lauderdale to fail to meet the requirements of Section 856(a)(2) of the Code. SECTION 11. As provided for in this Certificate of Admission and as otherwise necessary or appropriate to reflect the admission of the Contributing Parties to the Partnership, the Partnership Agreement is hereby amended effective as of the date first written above. Except as otherwise provided in this Certificate of Admission, each and every provision of the Partnership Agreemen...

Distributions on Dissolution. If the Company is dissolved, distributions shall be made to the Members, after taking into account all adjustments thereto for the Taxable Year(s) during which such dissolution occurs, in accordance with Section 10.3.