PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION Sample Clauses

The "Proceeds and Distributions in Liquidation" clause defines how the assets and funds of a company or partnership are to be distributed among stakeholders in the event of liquidation. It typically outlines the order of priority for payments, such as satisfying outstanding debts, returning capital contributions to investors, and distributing any remaining proceeds among shareholders or partners according to their ownership interests. This clause ensures a clear and fair process for allocating assets, minimizing disputes, and protecting the rights of all parties involved during the winding-up of the entity.
PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. The proceeds received by the Partnership in connection with the liquidation and winding up of the Partnership shall be applied in the following order of priority: 4.2.1 First, to the payment of the expenses incurred in dissolution and termination; 4.2.2 Next, to the payment of creditors of the Partnership (including making the repayments of any unpaid Partner loans in the same priority as is described in Section 4.1) except secured creditors whose obligations will be assumed or otherwise transferred on a liquidation of the Partnership property or assets; and 4.2.3 The balance, if any, shall be distributed to the Partners in accordance with their respective positive Capital Account balances (determined after applying Article 3 for all periods, including the liquidation period) as provided in Section 8.6.
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PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. The proceeds received by the Partnership in connection with the liquidation and winding up of the Partnership shall be applied in the following order of priority: 4.2.1 First, to the payment of the expenses incurred in dissolution and termination; 4.2.2 Next, to the payment of creditors of the Partnership (including making the repayments of any unpaid Partner loans in the same priority as is described in Section 4.1) except secured creditors whose obligations will be assumed or otherwise transferred on a liquidation of the Partnership property or assets; and
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PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. The proceeds received by the Company in connection with the liquidation and winding up of the Company shall be applied in the following order of priority:
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PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. The proceeds received by the Company in connection with the liquidation and winding up of the Company will be applied by the Liquidator in the following order of priority: (a) First, to the payment of the expenses incurred in dissolution and termination; (b) Next, to the payment of creditors of the Company (including making the repayments of any Member loans as set forth in paragraph 10.1 (a)) except secured creditors whose obligations will be assumed or otherwise transferred on a liquidation of the Company property or assets; and (c) The balance, if any, will be distributed to the Members to the extent of and in proportion to the positive balances of their Capital Accounts after Capital Accounts have been adjusted for the allocation of Profit and Loss (and items thereof) and Gain or Loss on Disposition and any adjustment required by Section 0 for the Company Accounting Year during which such liquidation occurs and all prior periods.
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PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. Subject to Section 8.3.8, the proceeds received by the Partnership in connection with the liquidation and winding up of the Partnership shall be applied in the following order of priority: 4.2.1 First, to the payment of creditors of the Partnership (other than the repayment of any unpaid Partner loans) except secured creditors whose obligations will be assumed or otherwise transferred on a liquidation of the Partnership property or assets; 4.2.2 Next, to the payment of the expenses incurred in dissolution and termination and then to the repayment of any unpaid Partner loans in the same priority as is described in Section 4.1; and 4.2.3 The balance, if any, shall be distributed to the Partners in the order of priority set forth in Sections 4.1.1 and 4.1.2.
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PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. The proceeds received by the Venture in connection with the liquidation and winding up of the Venture shall be applied in the following order of priority: 4.2.1 First, to the payment of the expenses incurred in dissolution and termination; 4.2.2 Next, to the payment of creditors of the Venture (including making the repayments of any unpaid Venturer loans in the same priority as is described in Section 4.1) except secured creditors whose obligations will be assumed or otherwise transferred on a liquidation of the Venture property or assets; and 4.2.3 The balance, if any, shall be distributed to the Venturers in accordance with their respective positive Capital Account balances (determined after applying Article 3 for all periods, including the liquidation period) as provided in Section 8.6.
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PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. The proceeds received by the Company in connection with the liquidation and winding up of the Company shall be applied in the following order of priority: 4.2.1 First, to the payment of the expenses incurred in dissolution and termination; 4.2.2 Next, to the payment of creditors of the Company (including making the repayments of any unpaid Member loans in the same priority as is 4.1) except secured creditors whose obligations will be assumed or otherwise transferred on a liquidation of the Company property or assets; and 4.2.3 The balance, if any, shall be distributed to the Members in accordance with their respective positive Capital Account balances (determined after applying Article 3 for all periods, including the liquidation period) as provided in Section 8.6.
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PROCEEDS AND DISTRIBUTIONS IN LIQUIDATION. The proceeds received by the Company in connection with the liquidation and winding up of the Company shall be applied in the following order of priority: 4.2.1 First, to the payment of the expenses incurred in dissolution and termination; 4.2.2 Next, to the payment of creditors of the Company (including making the repayments of any unpaid Member loans in the same priority as is 4.1) except secured creditors whose obligations will be assumed or otherwise transferred on a liquidation of the Company property or assets; and 4.2.3 The balance, if any, shall be distributed to the Members in accordance with their respective positive Capital Account balances (determined after applying Article 3 for all periods, including the liquidation period) as provided in Section 8.6.
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Related to PROCEEDS AND DISTRIBUTIONS 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.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • 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.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.