Dissolution Distributions Clause Samples

Dissolution Distributions. Upon liquidation, dissolution, or sale of all the assets of the Company, any assets left after payment of all debts and Individual Capital Account balances shall be distributed to all persons who were Members of the Company, or to their heirs, in proportion to the Members’ total distributions from the Company.

Dissolution Distributions. Upon the occurrence of the dissolution of the Company pursuant to Section 8.1, the available assets of the Company, after the prior payment in full of all Company liabilities (the “Dissolution Event Distributions”, and together with the Tax Distributions and the Profit Distributions, the “Distributions”) shall be distributed in accordance with Section 3.4(b).

Dissolution Distributions. Upon demutualization of the Company or liquidation, dissolution, or sale of the assets of the Company, any assets left after payment of all debts and Capital Account balances shall be distributed (i) fifty percent (50%) to [a worker cooperative loan or development fund TBD] and (ii) fifty percent (50%) to all persons who were Members, or to their heirs, in proportion to the Members’ total distributions from the Company. No distribution need be made to any person who fails to acknowledge the receipt of notice of liquidation in a timely manner. Said notice shall be deemed sufficient if sent by certified mail, at least 30 days before distribution of any residual assets, to the person's last known business or residence address.

Dissolution Distributions. If the Company is dissolved, the Dissolution Distributions upon dissolution will be governed by Article 12 instead of this Article 8.

Dissolution Distributions. Following the payment of all expenses of liquidation and the allocation of all Profits and Losses as provided in Article IV, the proceeds of the liquidation and any other funds of the Company shall be distributed in the following order of priority: (i) First, to the payment and discharge of all of the Company’s debts and liabilities to creditors (whether third parties or Members), including any debts and liabilities owed by Company pursuant to the Initial Note and any subsequent promissory notes or documents evidencing Company Loans, in the order of priority as provided by law, except any obligations to the Members in respect of their Capital Accounts; (ii) Second, to the payment of any accrued and unpaid Earn Out Payments; (iii) Third, to the payment of any accrued and unpaid Service Payments; (iv) Fourth, to set up such cash reserves which the Executive Committee reasonably deems necessary for contingent or unforeseen liabilities or obligations of the Company (which reserves when they become unnecessary shall be distributed in accordance with the provisions of clause (v), below); and (v) Thereafter, to the Members, in accordance with their Percentage Interests.

Dissolution Distributions