Distributions Upon Dissolution and Termination Sample Clauses

Distributions Upon Dissolution and Termination. Upon the dissolution and termination of the Company, the assets remaining after satisfaction (whether by payment or by establishment of reserves therefor) of creditors, including Members who are creditors, shall be distributed to the Members in accordance with the number of Units held by each Member. If assets are to be distributed in kind, the Members’ Capital Accounts shall be appropriately adjusted, in accordance with Section 3.2, before any such distribution to reflect any profits and losses which would have been allocated if the property distributed in kind had been sold for its fair market value (net of liabilities) by the Company prior to dissolution.
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Distributions Upon Dissolution and Termination. Upon the dissolution and termination of the Company, the assets remaining after satisfaction (whether by payment or by establishment of reserves therefor) of creditors shall be distributed to the Class A Members in accordance with the number of Units held by each.
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Distributions Upon Dissolution and Termination. (a) After all liabilities and obligations of the Company, including all expenses of liquidation, shall have been paid or provided for (whether by such reserve as the Persons winding up the affairs of the Company shall deem appropriate or otherwise), and all items of gain, loss, deduction, and credit shall have been allocated in accordance with Article 6, any proceeds from the liquidation of the Company shall be distributed to those Members with positive Capital Account balances (in proportion to such Capital Account balances) within the period as may be required pursuant to Regulation Section 1.704-1(b)(2)(ii)(b)(2) or any successor provision, subject to the following sentence. Any Designated Investment, and the proceeds thereof, shall be distributed only to the Member holding the Special Interest relating thereto.
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Distributions Upon Dissolution and Termination. Upon dissolution and termination of the Partnership, the final distribution of the Partnership’s assets shall be made pursuant to the provisions of Section 17.2.
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Distributions Upon Dissolution and Termination. Upon dissolution and termination of the Company, the final distribution of the Company’s assets shall be made pursuant to the provisions of Section 17.2.
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Distributions Upon Dissolution and Termination. After all liabilities and obligations of the Partnership, including all expenses of liquidation, shall have been paid or provided for (whether by such reserve as the Liquidator shall deem appropriate or otherwise), and all items of gain, loss, deduction and credit shall have been allocated in accordance with Article 4, and after any distributions of Net Cash Flow and Net Sale or Refinancing Proceeds pursuant to Sections 5.1 and 5.2, any proceeds from the liquidation of the Partnership shall be distributed to the Partners with positive Capital Account balances in proportion to such Capital Account balances within the period as may be required pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(1)(1). Any Partner, other than an Equity Charter Municipality, with a deficit in its Capital Account following the complete distribution of the liquidation proceeds will be required to restore the amount of such deficit to the Partnership within the period as may be required pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(1)(1), which amount will be paid first to creditors and the remaining balance, if any, will be distributed to the Partners in proportion to the Partners' Capital Account balances.
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Distributions Upon Dissolution and Termination. Following the payment of all debts and liabilities of the Partnership and all expenses of liquidation, and subject to the right of the Liquidator to set up such cash reserves as it may deem reasonably necessary, all gains, profits, losses, and deductions shall be allocated pursuant to Section 4 of this Agreement, and then the assets of the Partnership shall be distributed in accordance with the Partners' respective Capital Accounts within the period specified in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2).
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Related to Distributions Upon Dissolution and Termination

  • 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:

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:

  • Dissolution Liquidation and Termination 32 Section 13.1. No Dissolution........................................32 Section 13.2. Events Causing Dissolution............................32 Section 13.3.

  • Distributions on Dissolution and Winding Up Upon the dissolution and winding up of the Company, after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, all available proceeds distributable to the Members as determined under Section 11.02 shall be distributed to all of the Members to the extent of the Members' positive Capital Account balances.

  • Dissolution and Termination of Trust (a) The Trust shall dissolve upon the earliest of:

  • Liquidation and Termination On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows:

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • Dissolution Winding Up and Termination (a) On the occurrence of a Dissolution Event, the Board shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows:

  • 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:

  • Dissolution and Termination of the Company (a) The Company shall be dissolved and its business wound up upon the occurrence of any of the following events:

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