Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority: (a) To the payment of debts and liabilities of the Company (including to Members to the extent otherwise permitted by law) and the expenses of liquidation; then (b) To the setting up of such reserves as the Person required or authorized by law to wind up the Company's affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided; then (c) The remainder to the Members in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the taxable year(s) in which the Company is liquidated.
Appears in 2 contracts
Sources: Operating Agreement (First American Capital Corp /Ks), Operating Agreement (First American Capital Corp /Ks)
Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority:
(a) To the payment of debts and liabilities of the Company Partnership (including to Members Partners to the extent otherwise permitted by law) and the expenses of liquidation; then then
(b) To the setting up of such reserves as the Person required or authorized by law to wind up the Company's Partnership’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the CompanyPartnership, provided that any such reserves shall be paid over by such Person person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, and at the expiration of such period, the balance of such reserves, if any, reserves shall be distributed as hereinafter provided; then
(c) The remainder to the Members Partnership in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the taxable fiscal year(s) in which the Company Partnership is liquidated.
Appears in 2 contracts
Sources: Limited Partnership Agreement (BuyDebtCo, LLC), Limited Partnership Agreement (BuyDebtCo, LLC)
Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority:
(a) To the payment of debts and liabilities of the Company (including to Members to the extent otherwise permitted by law) and the expenses of liquidation; then .
(b) To Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company's affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided; then.
(c) The remainder to the Members in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the taxable fiscal year(s) in which the Company is liquidated.
Appears in 1 contract
Sources: Operating Agreement (Tortoise Total Return Fund, LLC)
Liquidation Distributions. Liquidation Proceeds shall will be distributed in the following order of priority:
(a) To the payment of debts and liabilities of the Company (including to Members to the extent otherwise permitted by law) and the expenses of liquidation; then .
(b) To Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company's ’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall will be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall will be distributed as hereinafter provided; then.
(c) The remainder to the Members in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the taxable year(s) fiscal year or years in which the Company is liquidated.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Inergy Holdings LLC)
Liquidation Distributions. Liquidation Proceeds shall will be distributed in the following order of priority:
(a) To the payment of debts and liabilities of the Company (including to Members to the extent otherwise permitted by law) and the expenses of liquidation; then .
(b) To Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Company's ’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company, provided that any such reserves shall must be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall must be distributed as hereinafter provided; then.
(c) The remainder to the Members in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the taxable year(s) fiscal year or years in which the Company is liquidated.
Appears in 1 contract
Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority:
(a) To the payment of debts and liabilities of the Company Partnership (including to Members Partners to the extent otherwise permitted by law) and the expenses of liquidation; then then
(b) To the setting up of such reserves as the Person required or authorized by law to wind up the Company's Partnership’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the CompanyPartnership, provided that any such reserves shall be paid over by such Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided; thenand
(c) The remainder to the Members Partners in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the taxable fiscal year(s) in which the Company Partnership is liquidated.
Appears in 1 contract
Sources: Limited Partnership Agreement (Advanced BioEnergy, LLC)