Common use of Liquidating Distribution Clause in Contracts

Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order: (a) first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the Act; (b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and (c) third, to the Member in proportion to its Capital Accounts after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value. Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704¬1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order: (a) first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the Act; (b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and (c) third, to the Member Members in proportion to its their Capital Accounts after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value, but subject to the provisions of Section 3.4 hereof. Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704¬1(b1.704-1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

Liquidating Distribution. In the event of the dissolution of the ------------------------ Company for any reason, the Company assets of the Company shall be liquidated for distribution in the following rank and order: (a) first, to the payment and discharge of all the Company's debts and liabilities in the order of priority as provided by the Act; (b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and (c) third, to the Member Members in proportion to its their Capital Accounts after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value. Such distributions shall be made on or before a date (the “Final Liquidation Date”"FINAL LIQUIDATION DATE") no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 ninety (90) days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust trust, with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704¬1(b)requirements. The trustees trustee of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee he deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order: (a) first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the Act; (b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and (c) third, to the Member Members in proportion to its their positive Capital Accounts after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value. Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704¬1(b1.704-1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order: (a) firstFirst, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the Act; (b) secondSecond, to the establishment of any necessary reserves to provide for contingent liabilities, if any; (c) Third, to the payment of loans to the Company by the Members, if any, in the order of priority provided under this Agreement or by law; and (cd) thirdFourth, to the Member Members in proportion to its their positive Capital Accounts Account balances after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value. Such distributions shall be made on or before a date (the “"Final Liquidation Date”") no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 ninety (90) days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704¬1(b1.704-1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

Liquidating Distribution. In the event of the dissolution of the Company Partnership for any reason, the assets of the Company shall Partnership will be liquidated for distribution distributed in the following rank and order, but in all events subject to Section 17-804 of the Act: (a) first, to the satisfaction (whether by payment and discharge or reasonable provision for payment) of all the debts and liabilities of the Partnership in the order of priority as provided by the Act;; and (b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and (c) third, to the Member Partners in proportion to its their positive Capital Accounts after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value. Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company Partnership in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company Partnership to comply with the timing requirements under Regulation Section 1.704¬1(b1.704-1(b). The trustees of said trust shall will distribute the former Company Partnership assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall will be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a distribution to the Partners on account of their respective interests in the Partnership if such distribution would violate the Act or any other applicable law.