Allocations Upon Dissolution Clause Samples

Allocations Upon Dissolution. Upon the dissolution of the Partnership, the realized gains and losses of the Partnership attributable to sales of assets pursuant to Section 10.04 and the unrealized gains and losses of the assets to be distributed pursuant to Section 10.04 shall be allocated among the Partners in a manner consistent with the distribution provisions of this Article 6.
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Allocations Upon Dissolution. If upon dissolution of the Partnership pursuant to Article XVII, and after taking into account all allocations of Net Income and Net Losses (and other tax items) under this Article VIII, distributions, if they were to be made to Unitholders in accordance with their respective Capital Accounts, would result in unequal distributions on their Units, then (i) gross items of income and gain (and other tax items) for the taxable year of final distribution, and, to the extent permitted under Section 761(c) of the Code, gross items of income and gain (and other tax items) for the immediately preceding taxable year, shall be allocated first to the Class A Unitholders until the Capital Account balance allocable to each Class A Unit is equal, (ii) the same procedure shall be followed with respect to Class B Units until the Capital Account balance allocable to each Class B Unit is equal, and (iii) the same procedure shall be followed with respect to Class B Units until the Capital Account balance allocable to each Class B Unit is equal.
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Allocations Upon Dissolution. Profits and Losses from an event causing dissolution pursuant to Section 9.1 shall be allocated among the Members so that after such allocations and the other allocations under this Agreement, to the maximum extent possible the final Capital Account balances of the Members are at levels which would permit liquidating distributions, if made in accordance with such final Capital Account balances, to be equal to the distributions that will occur under Section 9.3(B)(3). To the extent that the allocation provisions of this Agreement would not produce such target Capital Account balances, the Members agree to take such actions as are reasonably necessary to amend such allocation provisions to produce such balances so long as such amendments are permissible under the applicable tax Law.
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Allocations Upon Dissolution. If upon dissolution of the Partnership pursuant to Article XVII, and after taking into account all allocations of Net Income and Net Loss (and other tax items) under this Article VIII, distributions, if they were to be made to Unitholders in accordance with their respective Capital Accounts, would result in unequal distributions on their Units, then (i) gross items of income and gain (and other tax items) for the taxable year of final distribution, and, to the extent permitted under Section 761(c) of the Code, gross items of income and gain (and other tax items) for the immediately preceding taxable year, shall be allocated first to the Class C Unitholders until the Capital Account balance allocable to each Class C Unit is equal, and (ii) the same procedure shall be followed with respect to Class A Units and Class B Units until the Capital Account balance allocable to each Class A Unit and Class B Unit is equal.
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Allocations Upon Dissolution. Upon the dissolution of the Company, Net Profits and Net Losses, including Net Profits from the sale shall be allocated first to the Members in such proportions and in such amounts as would result in the respective Capital Account balances of each Member being in a ratio to the Capital Accounts of the other Members proportionate to the respective Membership Interest of each of the Members. The remainder of the Net Profits shall be allocated to the Members, pro rata, in proportion to their respective Membership Interest.
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Allocations Upon Dissolution. 31 Section 8.7 Changes in Allocation Methods............................ 31 ARTICLE IX Accounting and Tax Matters............................... 32
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Allocations Upon Dissolution. Upon the Dissolution of the Company or upon the sale of all or substantially all of the Company's assets, but subject to Section 6.3, (a) Profits shall be allocated to the Members as follows and in the following order of priority: (i) until no Member has a deficit Capital Account; (ii) in proportion to the Members' Unrecovered Contributions until each Member's Capital Account is equal to the sum of its Unrecovered Contribution; (iii) in proportion to the Members' Unpaid Preferred Returns until each Member's Capital Account is equal to its Unrecovered Contribution and Unpaid Preferred Return; and (iv) any remaining Profits shall be allocated ninety percent (90%) to the Members (in proportion to their Ownership Interests) and ten percent (10%) to Fish▇▇; ▇▇d (b) Losses shall be allocated to the Members as follows and in the following order of priority: (i) until each Member's Capital Account is equal to the sum of its Unpaid Preferred Return and Unrecovered Contribution; (ii) in proportion to the Members' Unrecovered Contribution until each Member's Capital Account is equal to its unpaid Preferred Return; (iii) in proportion to the Members' Unpaid Preferred Return until each Member's Capital Account is equal to zero; and (iv) to the Members in proportion to their Ownership Interests.
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Allocations Upon Dissolution. 31 Section 8.7 Changes in Allocation Methods..................................... 31
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Allocations Upon Dissolution. The tax allocation provisions of this Agreement are intended to produce final Capital Account balances that are at levels (“Target Final Balances”) which permit liquidating distributions that are made in accordance with such final Capital Account balances to be equal to the priority distributions that would occur if such liquidating proceeds were distributed pursuant to Section 9.
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Related to Allocations Upon Dissolution

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows: (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Member determines to create for unmatured and/or contingent liabilities or obligations of the Company. (b) Second, to the Member.

  • Payment Over of Proceeds Upon Dissolution, Etc In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event, if any, herein sometimes referred to as a “Proceeding”) the holders of Senior Debt of the Company shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt of the Company, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Securities or on account of any purchase or other acquisition of Securities by the Company or any Subsidiary of the Company (all such payments, distributions, purchases and acquisitions, other than the payment or distribution of stock or securities of the Company referred to in the second succeeding paragraph, herein referred to, individually and collectively, as a “Securities Payment”), and to that end the holders of Senior Debt of the Company shall be entitled to receive, for application to the payment thereof, any Securities Payment which may be payable or deliverable in respect of the Securities in any such Proceeding. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any Securities Payment before all Senior Debt of the Company is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt of the Company, and if such fact shall, at or prior to the time of such Securities Payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such Securities Payment shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt of the Company remaining unpaid, to the extent necessary to pay all Senior Debt of the Company in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt of the Company. For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior Debt of the Company to substantially the same extent as the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or other disposition of all or substantially all of its assets to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other disposition such assets, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight.

  • Distribution upon Dissolution Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (b) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests.

  • Order of Payment of Liabilities Upon Dissolution After determining that all debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, in the process of winding-up, including, without limitation, debts and liabilities to the Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Member.

  • 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.