Allocations for Year of Liquidation Sample Clauses

Allocations for Year of Liquidation. After giving effect to the special allocations set forth in Sections 4.3 and 4.4 hereof, the amount of Net Profit or Net Loss for the Fiscal Year in which the Company is dissolved, and each item of income, gain, loss and deduction related thereto, shall be allocated to the Members in an manner so that the distributions to each Member pursuant to Article 11 shall, to the greatest extent possible, be equal to that amount that each such Member would receive under Section 5.2 if the amounts to be distributed by the Company in connection with such dissolution were instead distribute under such Section 5.2.
Sample 1
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Allocations for Year of Liquidation. After giving effect to the special allocations set forth in Section 5.5 hereof, the amount of Net Operating Income or Net Operating Loss and Net Capital Gain or Net Capital Loss for the Year of Liquidation, and each item of income, gain,
Sample 1
Allocations for Year of Liquidation. After giving effect to the special allocations set forth in Sections 6.3 and 6.4 hereof, the amount of Net Profit or Net Loss for the Year of Liquidation (or any other year in which all or substantially all of the assets of the Company are sold in a transaction not in the ordinary course of its business), and each item of income, gain, loss and deduction related thereto, shall be allocated to all Members in such manner so that the distributions to each Member upon liquidation pursuant to Section 7.3 shall, to the greatest extent possible, be equal to that amount that each such Member would receive under Section 7.2 if the amounts to be distributed by the Company in connection with such liquidation were instead distributed under such Section 7.2.
Sample 1

Related to Allocations for Year of Liquidation

  • Allocations During Period of Liquidation During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Article III of this Agreement.

  • Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.

  • Time for Liquidation A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

  • Method of Liquidation Upon the happening of any of the events specified in Section 10.1 above, which require the Partnership to be liquidated and dissolved, the then General Partner of the Partnership or, in the event there is no remaining General Partner of the Partnership, such persons as may be designated by a majority of the Limited Partners, shall convert the Partnership assets into cash, and shall account for all cash proceeds separately for each Restaurant. All such cash shall be applied and distributed separately for each Restaurant in the following manner and in the following order of priority:

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.

  • Dissolution Liquidation and Termination 32 Section 13.1. No Dissolution........................................32 Section 13.2. Events Causing Dissolution............................32 Section 13.3.

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Termination and Liquidation Section 9.01.

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