Payments in Liquidation Sample Clauses

The 'Payments in Liquidation' clause defines how outstanding payments are handled if a party enters liquidation or insolvency proceedings. Typically, this clause stipulates that any amounts owed by the insolvent party become immediately due and payable, and may set out the order of priority for such payments or specify how claims should be submitted. Its core function is to ensure that creditors or counterparties have a clear process for recovering debts in the event of liquidation, thereby reducing uncertainty and managing financial risk.
Payments in Liquidation. The assets of the Company shall be distributed in liquidation of the Company in the following order: 1. to the creditors of the Company (other than the Members) in satisfaction of the liabilities of the Company, in the order of priority established by law, either by payment or the reasonable provision for payment thereof; 2. to the Members, in repayment of any loans made to, or other debts owed by, the Company to such Members; and 3. the balance, if any, to the Members in the respective amounts each would receive if such distributions were made pursuant to the provisions of paragraph 7.5.
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Payments in Liquidation. The assets of the Company shall be distributed in liquidation of the Company in the following order: 1. t o the creditors of the Company (other than the Members) in satisfaction of the liabilities of the Company, in the order of priority established by law, either by payment or the reasonable provision for payment thereof;
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Payments in Liquidation. The assets of the Partnership shall be distributed in final liquidation of the Partnership in the following order: (a) to the non-Partner creditors of the Partnership, in the order of priority established by law, either by payment or by establishment of reserves; (b) to the Partners, in repayment of any loans made to, or other debts owed by, the Partnership to such Partners, provided that such loans or other debts are in writing; (c) the balance, if any, to the General Partner and the Limited Partners in respect of the positive balances in their Capital Accounts in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2).
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Payments in Liquidation. On the final distribution in the winding up of the Fund, the assets of the Fund shall be distributed in the following order:‌‌ (a) to the creditors of the Fund, other than Members, in the order of priority established by law, either by payment or establishment of reserves; (b) to the Members, in repayment of any loans made to, or other debts owed by, the Fund to such Members; (c) the balance, if any, to the Members in respect of the positive balances in their Capital Accounts in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). No Member shall be obligated to restore any deficit in its Capital Account; provided that, (i) the Managing Member may withhold from the liquidating distribution an amount determined by the Managing Member in good faith to be necessary for the payment by the Fund of expenses relating to the Fund’s dissolution and termination, and the Non-Managing Members hereby agree that to the extent such withheld amount exceeds by up to $500,000 the actual amount paid by the Fund in its liquidation and termination, the Managing Member shall be entitled to retain such excess amount and not distribute such excess amount to the Members, and (ii) any assets or amounts, including without limitation, accounts receivable, prepaid rents or other items, that were written off by the Managing Member at the time of the Fund’s final liquidating distribution and that are subsequently collected may be retained by the Managing Member and not distributed among the Members hereunder.
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Payments in Liquidation. The assets of the Partnership shall be distributed in final liquidation of the Partnership in the following order and priority: (a) to the creditors of the Partnership, including the Partners, in the order of priority established by law, either by payment or by establishment of reserves; (b) to the General Partner in the amount of $10,000; and (c) the balance of the Partnership’s assets, if any, shall thereafter be distributed in accordance with Section 7.04.
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Payments in Liquidation. The assets of the Partnership shall be distributed in final liquidation of the Partnership in the following order: (a) to the creditors of the Partnership, including those Partners who are creditors of the Partnership, in the order of priority established by law, either by payment or by establishment of reserves; and (b) to the General Partner and the Limited Partners in accordance with the amounts they would receive if such assets were distributed in accordance with Sections 7.4 and 7.5(a); provided, however, that the General Partner shall be obligated to contribute to the Partnership an amount in cash, or Securities (previously distributed in kind from the Partnership) with a fair market value equal to the amounts the General Partner is obligated to pay back under Section 10.5.
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Payments in Liquidation. On the final distribution in the winding up of the Company, the assets of the Company shall be distributed in the following order:
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Payments in Liquidation. On the final distribution in the winding up of the Fund, the assets of the Fund shall be distributed in the following order:‌ (a) to the creditors of the Fund, other than Members, in the order of priority established by law, either by payment or establishment of reserves;
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Related to Payments in Liquidation

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Cash Liquidation 7 Certificate...................................................................7

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.