Gain and Loss on Dissolution and Order of Distribution Sample Clauses

The 'Gain and Loss on Dissolution and Order of Distribution' clause defines how profits and losses are allocated among parties when a business or partnership is dissolved, and establishes the sequence in which remaining assets are distributed. Typically, this clause specifies that outstanding debts and obligations are paid first, followed by the return of capital contributions to partners or shareholders, with any remaining assets or losses divided according to pre-agreed ratios. By clearly outlining the process for settling accounts and distributing assets, this clause helps prevent disputes and ensures an orderly and fair winding up of the entity’s affairs.
Gain and Loss on Dissolution and Order of Distribution. (a) In the event of the dissolution or termination of the Partnership, unless the remaining Partners elect to continue the business of the Partnership as provided in this Agreement, the General Partners or the liquidator of the Partnership shall proceed with the winding up of the affairs and the liquidation of the Partnership. The General Partners, who shall be the liquidators of the Partnership, shall cause to be prepared a statement setting forth the assets and liabilities of the Partnership as of the date of dissolution, and such statement shall be furnished to all of the Partners (General and Limited). The assets of the Partnership, which the General Partners determine should be liquidated, then shall be liquidated as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. (b) The aggregate net profit and net loss realized by the Partnership upon the sale or other disposition of its assets shall be credited or charged to the accounts of the General Partners and Limited Partners in accordance with the provisions of Section 3.07 hereof after providing for the debts and liabilities of the Partnership. (c) The proceeds of such liquidation shall be applied and distributed in the order of priority and in the same manner as provided in Section 3.07 hereof after providing for the debts and liabilities of the Partnership. (d) All distributions under Section 9.02(c) shall be made in money arising from the sale of assets of the Partnership.
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Gain and Loss on Dissolution and Order of Distribution. (a) In the event of the dissolution or termination of the Partnership, unless the remaining Partners elect to continue the business of the Partnership as provided in this Agreement, the General Partner(s) or the liquidator of the Partnership shall proceed to the winding up of the affairs and the liquidation of the Partnership. The General Partner(s), who shall be the liquidators of the Partnership, shall cause to be prepared a statement setting forth the assets and liabilities of the Partnership as of the date of dissolution, and such statement shall be furnished to all of the Partners (General and Limited). The assets of the Partnership, which the General Partner(s) determine should be liquidated, then shall be liquidated as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. (b) The aggregate Net Profit and Net Loss realized by the Partnership upon the sale or other disposition of its assets shall be credited or charged to the accounts of the General Partner(s) and Limited Partners in accordance with the provisions of Section 3.07 hereof after providing for the debts and liabilities of the Partnership. (c) The proceeds of such liquidation shall be applied and distributed in the order of priority and in the same manner as provided in Sections 3.07 and 3.08 hereof after providing for the debts and liabilities of the Partnership. (d) If, immediately prior to the termination and dissolution of the Partnership, a General Partner has a capital account deficit, such General Partner shall immediately contribute cash to the capital of the Partnership in an amount equal to the lesser of: (i) the deficit balance in such General Partner’s capital account; or (ii) one and one-hundredth percent (1.01%) of the excess of (x) the aggregate capital contributions of the Limited Partners over (y) the capital contribution of such General Partner. All cash received by the Partnership pursuant to the immediately preceding sentence shall be apportionately among, and distributed in its entirety to, the Limited Partners in accordance with the number of Units owned by each. (e) Any distributions under Section 9.02(c) may, at the election of the General Partner(s), be made in money arising from the sale of assets of the Partnership or by a distribution of the Partnership’s assets in kind (with each Partner receiving his or her proportionate share of each asset so distributed in kind), or such distribution may, at the election of the...
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Related to Gain and Loss on Dissolution and Order of Distribution

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • Dissolution and Liquidation (Check One)

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2