Common use of Deferment; Distribution in Kind Clause in Contracts

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 12.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company's assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Unitholders, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by Unitholders) and reserves. Subject to the order of priorities set forth in Section 12.2, the liquidators may, in their sole discretion, distribute to the Unitholders, in lieu of cash, either (i) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 12.2(d), (ii) as tenants in common and in accordance with the provisions of Section 12.2(d), undivided interests in all or any portion of such Company assets or (iii) a combination of the foregoing. Any such Distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y)

Appears in 1 contract

Samples: Limited Liability Company Agreement (Alliance Laundry Holdings LLC)

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Deferment; Distribution in Kind. Notwithstanding the provisions of Section 12.213.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company's ’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the UnitholdersMembers, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by UnitholdersMembers) and reserves. Subject to the order of priorities set forth in Section 12.213.2, the liquidators may, in their sole discretion, distribute to the UnitholdersMembers, in lieu of cash, either (ia) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 12.2(d13.2(d), (iib) as tenants in common and in accordance with the provisions of Section 12.2(d13.2(d), undivided interests in all or any portion of such Company assets or (iiic) a combination of the foregoing. Any such Distributions in kind shall be subject to (xa) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y)b) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time.

Appears in 1 contract

Samples: Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 12.214.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company's ’s assets would be impractical impossible or would cause undue loss (or would otherwise not be beneficial) to the Unitholders, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by Unitholders) and reserves. Subject to the order of priorities set forth in Section 12.214.2, the liquidators may, in their sole discretion, distribute to the Unitholders, in lieu of cash, either (iA) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 12.2(d14.2(D), (iiB) as tenants in common and in accordance with the provisions of Section 12.2(d14.2(D), undivided interests in all or any portion of such Company assets or (iiiC) a combination of the foregoing. Any such Distributions in kind shall be subject to (xi) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y)and

Appears in 1 contract

Samples: Operating Agreement

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 12.214.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company's ’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the UnitholdersMembers, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by UnitholdersMembers) and reserves. Subject to the order of priorities set forth in Section 12.214.02, the liquidators may, in their sole discretion, distribute to the UnitholdersMembers, in lieu of cash, either (ia) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 12.2(d14.02(d), (iib) as tenants in common and in accordance with the provisions of Section 12.2(d), undivided interests in all or any portion of such Company assets or (iii) a combination of the foregoing. Any such Distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y)Section

Appears in 1 contract

Samples: Limited Liability Company Agreement (Philadelphia Energy Solutions Inc.)

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Deferment; Distribution in Kind. Notwithstanding the provisions of Section 12.214.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company's ’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the UnitholdersMembers, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by UnitholdersMembers) and reserves. Subject to the order of priorities set forth in Section 12.214.02, the liquidators may, in their sole discretion, distribute to the UnitholdersMembers, in lieu of cash, either (ia) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 12.2(d14.02(d), (iib) as tenants in common and in accordance with the provisions of Section 12.2(d14.02(d), undivided interests in all or any portion of such Company assets or (iii) a combination of the foregoing. Any such Distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y)undivided

Appears in 1 contract

Samples: Operating Agreement (Wolverine Partners Corp.)

Deferment; Distribution in Kind. Notwithstanding the provisions of Section 12.2, but subject to the order of priorities set forth therein, if upon dissolution of the Company the liquidators determine that an immediate sale of part or all of the Company's assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the UnitholdersHolders, the liquidators may, in their sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy Company liabilities (other than loans to the Company by UnitholdersHolders) and reserves. Subject to the order of priorities set forth in Section 12.2, the liquidators may, in their sole discretion, distribute to the UnitholdersHolders, in lieu of cash, either (i) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section 12.2(d), (ii) as tenants in common and in accordance with the provisions of Section 12.2(d), undivided interests in all or any portion of such Company assets or (iii) a combination of the foregoing. Any such Distributions distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (y)) the terms and

Appears in 1 contract

Samples: Liability Company Agreement (Heartland Technology Inc)

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