Distributions in Dissolution Sample Clauses

Distributions in Dissolution. (a) In connection . with a Dissolution resulting from a Dissolving Event described in Section 9. I ( c), prior to the Administrator's distribution of the LP Dissolution Property to the Limited Partners, the Administrator shall obtain the General Partner's written consent to such distribution. If the General Partner fails to provide such written consent, and the Partners are otherwise unable to agree on alternative Property to be distributed to the Limited Partners, the Property to be distributed to the Limited Partners shall be determined and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section 9.4(a). The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. Service of any Request for Arbitration made pursuant to this section must be made in accordance with the notice provisions in Section 10.1. (b) In connection with a Dissolution resulting from a Dissolving Event described in Section 9.l(d), prior to the Administrator's distribution of the LP Dissolution Property to the Limited Partners, the Administrator shall obtain the Limited Partners' written consent to such distribution. If the Limited Partners fail to provide such written consent, and the Partners are otherwise unable to agree on alternative Property to be distributed to the Limited Partners, the Property to be distributed to the Limited Partners shall be determined and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Sec.lion 9.4(b). The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings· shall be English. Service of any Request for Arbitration made pursuant to this section must be made in accordance with the notice provisions in Section I 0.1. (c) In the case of a Dissolution resulting from a Dissolving Event described in either Section 9.l(c) or Section 9.l(d), (i) a Limited Partner shall not be entitled to receive a distribution of Property having a Gross Asset Value that exceeds such Limited Partner's Capital Account balance, and (ii) if the Capital Account balance of a Limited Partner exceeds the Gross Asset Value of the Property agreed to be distributed to such Limited Partner, the Partnership shall also distribute cash ( or other Property...
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Distributions in Dissolution. 28 11.5 Certificate of Cancellation; Report; Termination . . . . . . . . . 28
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Distributions in Dissolution. Before making distributions in dissolution to the Members, the Manager shall first pay or make provision for all debts and liabilities of the Company and all expenses of liquidation. Subject to the right of the Members to set up such cash reserves as they may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of liquidation and any other funds of the Company shall be distributed in the following order:
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Distributions in Dissolution. Upon any distribution of the assets of QDI or any of the Operating Companies in connection with any dissolution, winding up, liquidation or reorganization of QDI or any of the Operating Companies (whether in Proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of QDI or any of the Operating Companies or otherwise), any proceeds of the Subject Restaurants shall first be applied to payment in full of all Mortgage Loans before Bank Lenders shall be entitled to receive any payment in respect of the Bank Loans. Upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of proceeds of the Subject Restaurants of any kind or character, whether in cash, property or securities, to which Bank Lenders would be entitled in respect of the Bank Loans with respect to the Subject Restaurants except for the provisions of this Agreement shall be made by the liquidating trustee or agent or other persons making such payment or distribution (whether a trustee in the bankruptcy, a receiver or liquidating trustee or otherwise) (a "Paying Party"), or if received by Bank Lenders, by Bank Lenders directly to Mortgage Lenders, to the extent necessary to pay in full the Mortgage Loans. The Bank Lenders hereby authorize and direct each Paying Party to pay over to Mortgage Lenders upon demand by Mortgage Lenders, all such payments or distributions without the necessity of any inquiry as to the status or balance of the Mortgage Loans, and without further notice to or consent of Bank Lenders.
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Related to Distributions in 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:

  • DISTRIBUTIONS AFTER DISSOLUTION Upon dissolution, the Company must pay its debts before distributing cash, assets, or capital to the Members or the Members’ interests. The Members agree that any distributions occurring after the dissolution of the Company will follow the process outlined in this Agreement and Section 00-00-000 of the Act.

  • 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:

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

  • Liquidation; Dissolution; Bankruptcy Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

  • Distributions in General Except as otherwise provided in Article 7 hereof and subject to Sections 17-607 and 17-804 of the Act, for any fiscal year all Cash Available for Distribution, net proceeds from any Terminating Capital Transaction and Financing Proceeds shall be distributed to the Partners at least quarterly.

  • Distributions in Kind Except as expressly provided herein, no right is given to any Partner to demand and receive property other than cash. The General Partner may determine, in its sole and absolute discretion, to make a distribution in-kind to the Partners of Partnership assets, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles 5, 6 and 10.

  • Dissolution and Liquidation (Check One)

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