Common use of Order of Payment of Liabilities Upon Dissolution Clause in Contracts

Order of Payment of Liabilities Upon Dissolution. (a) After determining that all known debts and liabilities of the Company in the process of winding-up, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets will be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which liquidation occurs. Such liquidating distributions will be made by the end of the Company’s taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. (b) The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means: (i) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible Persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members or Members to be adequate at the time of any distribution of the assets pursuant to this Section. (ii) The amount of the debt or liability has been deposited as provided in the Delaware General Corporations Law. (c) This Section 10.5(c) will not prescribe the exclusive means of making adequate provision for debts and liabilities.

Order of Payment of Liabilities Upon Dissolution. (a) A. After determining that all known debts and liabilities of the Company in the process of winding-up, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets will shall be distributed distributed: first, to Global Resource Corporation until the balance of its Capital Account has been repaid, second, to Well Renewal, Inc. until a total of $100,000 has been paid in accordance with this paragraph in conjunction with paragraph 6.1B and third, to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s 's taxable year during which liquidation occurs, and thereafter, to the Members in accordance with their Percentage Interests. Such liquidating distributions will shall be made by the end of the Company’s 's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. (b) B. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means: (i) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible Persons persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members or Members the Manager to be adequate at the time of any distribution of the assets pursuant to this Section. (ii) The amount of the debt or liability has been deposited as provided in the Delaware General Corporations Law. (c) Code. This Section 10.5(c10.5(B) will shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

Order of Payment of Liabilities Upon Dissolution. (a) A. After determining that all known debts and liabilities of the Company in the process of winding-up, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets will shall be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which liquidation occurs. Such liquidating distributions will shall be made by the end of the Company’s taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. (b) B. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means: (i) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible Persons persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members or Members Managers to be adequate at the time of any distribution of the assets pursuant to this Section. (ii) The amount of the debt or liability has been deposited as provided in Section 2008 of the Delaware General Corporations Law. (c) Code. This Section 10.5(c) will 9.5.B shall not prescribe the exclusive means of making adequate provision for debts and liabilities.