Common use of Manner of Liquidation Clause in Contracts

Manner of Liquidation. If, in winding up the affairs of the Joint Venture, no election is made, pursuant to Section 11.5 below, by either Member to continue conducting the Business of the Joint Venture, then the Members shall attempt to sell the Business of the Joint Venture. If an acceptable buyer cannot be found within a reasonable time, the Joint Venture shall be liquidated. The assets of the Joint Venture, including proceeds of sale, shall be applied in the following order: (a) To payment of the expenses of the sale or liquidation; (b) To payment (or creation of reserves for payment) of the debts and liabilities of the Joint Venture, first to non-members and then to Members for services, advances or otherwise; (c) To payment to each Member of its share of profits which have been accumulated and not previously paid out; (d) To payment to each Member of the amounts outstanding to its credit with respect to its Capital Account; and (e) To divide the surplus, if any, in proportion to the interest of each Member in the Joint Venture. The liquidation of the assets and discharge of liabilities shall occur over a reasonable time so as to enable the Members to minimize the normal losses attendant upon a liquidation. Each Member immediately shall pay to the Joint Venture all amounts owing to the Joint Venture, together with its proportionate share of all contributions required by law to be paid by the Members for the payment of liabilities of the Joint Venture.

Manner of Liquidation. If, in winding up the affairs of the Joint Venture, no election is made, pursuant to Section 11.5 below, by either Member to continue conducting the Business business of the Joint Venture, then the Members shall attempt to sell the Business business of the Joint VentureVenture to a third party. If an acceptable buyer cannot be found within a reasonable time, the Joint Venture shall be liquidated. The assets of the Joint Venture, including proceeds of sale, shall be applied in the following order: (a) To payment of the expenses of the sale or liquidation; (b) To payment (or creation of reserves for payment) of the debts and liabilities of the Joint Venture, first to non-members and then to Members for services, advances or otherwise; (c) To payment to each Member of its share of profits which have been accumulated and not previously paid out; (d) To payment to each Member of the amounts outstanding to its credit with respect to its Capital Account; and (e) To T0 divide the surplus, if any, in proportion to the interest of each Member in the Joint Venture. The liquidation of the assets and discharge of liabilities shall occur over a reasonable time so as to enable the Members to minimize the normal losses attendant upon a liquidation. Each Member immediately shall pay to the Joint Venture all amounts owing to the Joint Venture, together with its proportionate share of all contributions required by law to be paid by the Members for the payment of liabilities of the Joint Venture.