Common use of Distribution upon Dissolution Clause in Contracts

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the winding up of the Company, the Board, or any other Person designated by the Board, shall act as the liquidating trustee (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Liquidation Agent determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. During the winding up of the Company, the assets of the Company shall, except as may be otherwise required by the Act, be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by applicable 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 Company (“Contingencies”), which 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 Members, shall be distributed in accordance with Section 4.01(a).

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completedcompleted and a certificate of cancellation has been issued by the Secretary of State of Delaware. Upon the winding up of the Company, the Board, or any other Person person designated by the Board, shall act as the liquidating trustee Board (the “"Liquidation Agent”"), shall take full account of the assets and liabilities of the Company and shall, unless the Liquidation Agent determines Members agree otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. During the winding up The proceeds of the Company, the assets of the Company shall, except as may be otherwise required by the Act, any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction payment of debts and liabilities of the Company (including satisfaction including, but not limited to, payment of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by applicable LawAffiliates) including and the expenses of liquidation; (b) Second, and including to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional contingent or unmatured contractual unforeseen liabilities or obligations of the Company (“"Contingencies”"), which such . 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 9.0310.3; and (bc) The balance, if anyThird, to the Members, shall be distributed Members in accordance with their positive Capital Account balances after allocating and crediting to the Capital Accounts any unrealized gain or loss to the Members with respect to any in-kind distributions as if such gain or loss had been recognized and allocated pursuant to Section 4.01(a)5.5 hereof.

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the winding up of the Company, the BoardManaging Member, or any other Person designated by the Board, shall act as the liquidating trustee Managing Member (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Liquidation Agent Managing Member determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. During the winding up The proceeds of the Company, the assets of the Company shall, except as may be otherwise required by the Act, any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by applicable Lawlaw) 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 Company (“Contingencies”), which . 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; (b) Second, to the satisfaction of (i) any payments due pursuant to Section 4.01(b), if any, to the Members holding Class A Units for which such distributions are due, pro rata in accordance with all such Members’ respective Class A Units for which such distributions are due; and (bc) The balance, if any, to the Members, shall be distributed pro rata in accordance with Section 4.01(a)the Members’ respective Class A Units other than Unvested Earnout Units.

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the winding up of the Company, the OpCo Board, or any other Person designated by the OpCo Board (the OpCo Board, shall act as the liquidating trustee (or such other Person, the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Liquidation Agent OpCo Board determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. During the winding up The proceeds of the Company, the assets of the Company shall, except as may be otherwise required by the Act, any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by applicable Law) law), including the expenses of liquidation, and including the establishment of any reserve reserves which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company as required pursuant to the Act (“Contingencies”), which . 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 Distribution of the balance in the manner hereinafter provided in this Section 9.03; and (b) The balance, if any, to the Members, shall be distributed Members in accordance with Section 4.01(a)4.02.

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the winding up of the Company, the Board, or any other Person designated by the Board, shall act as the liquidating trustee (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Liquidation Agent determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. During the winding up of the Company, the assets of the Company shall, except as may be otherwise required by the Act, be applied and distributed in the following order: : (a) First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by applicable 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 Company (“Contingencies”), which 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 and (b) The balance, if any, to the Members, shall be distributed in accordance with Section 4.01(a).

Distribution upon Dissolution. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completedcompleted and a certificate of cancellation has been issued by the Secretary of State of Delaware. Upon the winding up of the Company, the BoardBoard of Managers, or any other Person designated by the Board, shall act as the liquidating trustee Board of Managers (the “"Liquidation Agent”"), shall take full account of the assets and liabilities of the Company and shall, unless the Liquidation Agent determines Members agree otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. During the winding up The proceeds of the Company, the assets of the Company shall, except as may be otherwise required by the Act, any liquidation shall be applied and distributed in the following order: (a) Firstfirst, to the satisfaction payment of debts and liabilities of the Company (including satisfaction payment of all indebtedness to Members and/or and their Affiliates to the extent otherwise permitted by applicable LawAffiliates) including and the expenses of liquidation; (b) second, and including to the establishment of any reserve which that the Liquidation Agent shall deem reasonably necessary for any contingent, conditional contingent or unmatured contractual unforeseen liabilities or obligations of the Company (“"Contingencies”"), which such . Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or other 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 9.038.2; and (bc) The balancethird, if any, any balance to the Members, shall be distributed in accordance with Section 4.01(a)the positive balance in their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.