Common use of Distributions on Dissolution Clause in Contracts

Distributions on Dissolution. (a) The Members hereby appoint the Member with the largest Percentage Interest upon the occurrence of a Dissolution Event to act as the liquidator (the “Liquidator”), and in such capacity, such Member shall constitute a “liquidating trustee” under the Act. Upon a Dissolution Event, the business of the Company shall be continued only to the extent necessary to allow an orderly winding up of its affairs. The Liquidator will (i) prepare (or cause to be prepared) a statement setting forth the assets and liabilities of the Company as of the date of dissolution and shall provide a copy of such statement to all of the Members, and (ii) proceed diligently and in good faith, and in an orderly, businesslike and commercially reasonable manner, to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The Liquidator may sell, and will use commercially reasonable efforts to obtain the best possible price for, any or all Company property, including to Members. For the avoidance of doubt: (i) all approval and veto rights set forth in Section 5.3 shall continue during the liquidation; (ii) any negotiation or sale in which the Liquidator (or any of its Affiliates) would be the counterparty shall be conducted by, and subject solely to the approval of, the non-conflicted Member; and (iii) in no event shall any Company property be sold to a Member (or its Affiliate) for less than Fair Market Value. (b) Upon the winding up of the Company, the Company’s assets shall be distributed: (i) first, to the satisfaction of the debts, liabilities and obligations of the Company (including any such obligations owing to any Member) and the expenses of liquidation or distribution (whether by payment or reasonable provision for payment and discharge thereof, including by the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the Liquidator may reasonably determine in accordance with the Act), other than liabilities to Members or former Members for distributions; and (ii) second, to the Members, in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 7.3(b)(ii)) for the taxable period of the Company during which the liquidation of the Company occurs (with such date of occurrence being determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be by the end of such taxable period (or, if later, within ninety (90) days after said date of such occurrence). (c) The distribution of cash and property to a Member in accordance with the provisions of this Section 7.3 constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member on its Units in the Company of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return Capital Contributions of each Member, such Member shall have no recourse against the Company or any other Member.

Distributions on Dissolution. (a) The Members hereby appoint the Member with the largest Percentage Interest upon the occurrence of a Dissolution Event Cinergy to act as the liquidator (the “Liquidator”)) upon the occurrence of a Dissolution Event, and in such capacity, such Member Cinergy shall constitute a “liquidating trustee” under as defined in the Act. Upon the occurrence of a Dissolution Event, the business of the Company shall be continued only to the extent necessary to allow an orderly winding up of its affairs. The Liquidator will (i) prepare (or cause to be prepared) prepared a statement setting forth the assets and liabilities of the Company as of the date of dissolution and shall provide a copy of such statement to all of the Members, Members and (ii) proceed diligently and in good faith, and in an orderly, businesslike and commercially reasonable manner, to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The Liquidator may sell, and will use commercially reasonable efforts to obtain the best possible price for, any or all Company property, including to the Members. For the avoidance of doubt: (i) all approval and veto rights set forth in Section 5.3 shall continue during the liquidation; (ii) any negotiation or sale in which the Liquidator (or any of its Affiliates) would be the counterparty shall be conducted byIn no event, and subject solely to without the approval ofof the Members, the non-conflicted Member; and (iii) in no event shall any Company property be sold will a sale to a Member (or its Affiliate) be for an amount that is less than Fair Market Value. (b) Upon the winding up of the Company, the Company’s assets shall be distributed: (i) first, to the satisfaction of the debts, liabilities and obligations of the Company (including any such obligations owing to any Member) and the expenses of liquidation or distribution (whether by payment or reasonable provision for payment and discharge thereof, including by the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the Liquidator may reasonably determine in accordance with the Act), other than liabilities to Members or former Members for distributions; and (ii) second, to the Members, Members in accordance with, and to with the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason provisions of distributions pursuant to this Section 7.3(b)(ii)) for the taxable period of the Company during which the liquidation of the Company occurs (with such date of occurrence being determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be by the end of such taxable period (or, if later, within ninety (90) days after said date of such occurrence)5.1. (c) The distribution of cash and property to a Member in accordance with the provisions of this Section 7.3 9.2 constitutes a complete return to the Member of its Capital Contribution Contributions and a complete distribution to the Member on its Units Membership Interests in the Company of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return Capital Contributions of each Member, such Member shall have no recourse against the Company or any other Member.

Distributions on Dissolution. (a) The Members hereby appoint Except as otherwise expressly provided herein for the Member with the largest Percentage Interest upon the occurrence continuation of a Dissolution Event to act as the liquidator (the “Liquidator”), and in such capacity, such Member shall constitute a “liquidating trustee” under the Act. Upon a Dissolution Event, the business of the Company Partnership, upon the dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Partners; and the Partners, including the General Partner, shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as all Property has been distributed pursuant to this Section 9.3 and the Partnership is terminated in accordance with the Uniform Act. The General Partner (or liquidating agent or trustee, as the case may be) shall be continued only responsible for overseeing the winding up and dissolution of the Partnership, shall take full account of the Partnership's liabilities and Property, shall cause the Property to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and shall cause the proceeds therefrom, to the extent necessary to allow an orderly winding up of its affairs. The Liquidator will (i) prepare (or cause sufficient therefor, to be prepared) a statement setting forth the assets applied and liabilities of the Company as of the date of dissolution and shall provide a copy of such statement to all of the Members, and (ii) proceed diligently and in good faith, and in an orderly, businesslike and commercially reasonable manner, to wind up the affairs of the Company and make final distributions as provided herein and Distributed in the Act. The Liquidator may sell, following order and will use commercially reasonable efforts to obtain the best possible price for, any or all Company property, including to Members. For the avoidance of doubtpriority: (i) all approval First, to creditors of the Partnership in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof), which may include the setting up of such reserves as the General Partner (or liquidating agent or trustee, as the case may be), reasonably may deem necessary for any obligations or contingent liabilities of the Partnership; provided that (a) any such reserves shall be held by the General Partner (liquidating agent or trustee, as the case may be), for such period as the General Partner (liquidating agent or trustee, as the case may be), shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations as they become due and veto rights set forth (b) at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided in this Section 5.3 shall continue during the liquidation9.3; (ii) any negotiation or sale in which the Liquidator (or any of its Affiliates) would be the counterparty shall be conducted byNext, and subject solely to all Partners who made loans, if any, to the approval ofPartnership or who are otherwise creditors of the Partnership (including any liability that the Partnership may have to a Partner under Section 11.4), in payment of the non-conflicted Memberunpaid principal of and then accrued interest on such loans, in proportion to the total amount of principal and interest payable on such loans, such distributions being treated first as in payment of accrued interest on such loans and next as in payment of principal on such loans; (iii) Next, to Partners owning Preferred Equity, in proportion to their Undistributed Preferred Equity, as defined in Section 9.1.A(1)(iv), until such Undistributed Preferred Equity plus a cumulative annual return thereon of seven percent (7%), compounded semiannually, has been fully Distributed; and (iiiiv) in no event shall any Company property be sold to a Member (or its Affiliate) for less than Fair Market Value. (b) Upon the winding up of the Company, the Company’s assets shall be distributed: (i) firstThereafter, to the satisfaction of the debtsPartners in proportion to their respective positive Capital Account balances, liabilities after giving effect to all Capital Contributions, Distributions and obligations of the Company allocations for all periods (including any such obligations owing to any Member) and the expenses of liquidation period or distribution (whether by payment or reasonable provision for payment and discharge thereof, including by the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the Liquidator may reasonably determine in accordance with the Act), other than liabilities to Members or former Members for distributions; and (ii) second, to the Members, in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 7.3(b)(ii)) for the taxable period of the Company periods during which the liquidation of the Company occurs (with such date of occurrence being determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), dissolution and such distribution shall be by the end of such taxable period (or, if later, within ninety (90) days after said date of such occurrencewinding up occurs). (c) The distribution of cash and property to a Member in accordance with the provisions of this Section 7.3 constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member on its Units in the Company of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return Capital Contributions of each Member, such Member shall have no recourse against the Company or any other Member.