Common use of Distributions in Liquidation Clause in Contracts

Distributions in Liquidation. Upon the dissolution and winding-up of the Company, the proceeds of sale and other assets of the Company distributable to the Members under Section 11.02(c)(iii) shall be distributed not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Members in proportion to and in accordance with their respective positive Capital Account balances (after adjustment to reflect the allocations pursuant to Section 6.01 and Section 6.02 hereof). With the approval of the Board of Members, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding sentence may be distributed by the Company to a trust established by the Board of Managers (for the benefit of the Members) for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 6.05 will be distributed to the Members (from time to time by the trustee of the trust upon approval by the Board of Managers) in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement.

Distributions in Liquidation. Upon the dissolution and winding-up of the Company, the proceeds of sale and other assets of the Company distributable to the Equity Members under Section 11.02(c)(iii) shall be distributed not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Equity Members in proportion to and in accordance with their respective positive Capital Account balances (after adjustment to reflect the allocations pursuant to Section 6.01 and Section 6.02 hereof). With the approval of the Board of MembersManagers, a pro rata portion of the distributions that would otherwise be made to the Equity Members under the preceding sentence may be distributed by the Company to a trust established by the Board of Managers (for the benefit of the Equity Members) for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the dissolution and winding-up of the Company. The assets of any trust established under this Section 6.05 will be distributed to the Equity Members (from time to time by the trustee of the trust upon approval by the Board of Managers) in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Equity Members under this Agreement.

Distributions in Liquidation. Upon the dissolution and winding-up of the Company, the proceeds of sale and other assets of the Company distributable distributab le to the Members under Section 11.02(c)(iii12.02(c)(iii) shall be distributed distributed, not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Members in proportion to and in accordance with their respective positive Capital Account balances (after adjustment to reflect the allocations pursuant to Section 6.01 this Article III and Section 6.02 hereofArticle VI of the Agreement). With the approval of the Board of Members, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding sentence may be distributed by the Company to a trust established by the Board of Managers (for the benefit of the Members) Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 6.05 3.3 will be distributed to the Members (from time to time by the trustee of the trust upon approval by of the Board of Managers) Members in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement.

Distributions in Liquidation. Upon the dissolution and winding-up of the Company, the proceeds of sale and other assets of the Company distributable to the Members under Section 11.02(c)(iii12.02(c)(iii) shall be distributed distributed, not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Members in proportion to and in accordance with their respective positive Capital Account balances (after adjustment to reflect the allocations pursuant to Section 6.01 and Section 6.02 hereofthis Article VI). With the approval of the Board of MembersManaging Member, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding sentence may be distributed by the Company to a trust established by the Board of Managers (for the benefit of the Members) for the purposes of liquidating Company and Subsidiary assets, collecting amounts owed to the Company, Company or any Subsidiary and paying any contingent or unforeseen liabilities or obligations of the Company and the Subsidiaries arising out of or in connection with the CompanyCompany or the Subsidiaries. The assets of any trust established under this Section 6.05 6.04 will be distributed to the Members (from time to time by the trustee of the trust upon approval by of the Board of Managers) Managing Member in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement.

Distributions in Liquidation. Upon the dissolution and winding-up of the Company, the proceeds of sale and other assets of the Company distributable to the Members under Section 11.02(c)(iii11.02(c)(ii) shall be distributed distributed, not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Members in proportion to and in accordance with the positive balance in their respective positive Capital Account balances (Accounts, after adjustment giving effect to reflect the allocations allocation of all Profits, Losses, and other items of the Company’s income, gain, loss or deduction pursuant to Section 6.01 and Section 6.02 hereof). Appendix B. With the approval of the Board of MembersBoard, a pro rata portion of the any net liquidation proceeds or distributions that would otherwise be made to the Members under the preceding sentence this Section 6.03 may be distributed by the Company to a trust established by the Board of Managers (for the benefit of the Members) for the purposes of liquidating Company and its Subsidiaries’ assets, collecting amounts owed to the CompanyCompany or any Subsidiary, and paying any contingent or unforeseen liabilities or obligations of the Company and any Subsidiary of the Company arising out of or in connection with the Company or any Subsidiary of the Company. The assets of any trust established under this Section 6.05 6.03 will be distributed to the Members (from time to time by the trustee of the trust trust) upon approval by of the Board of Managers) in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement.