Common use of Liquidating Actions Clause in Contracts

Liquidating Actions. The Liquidator will liquidate the assets of the Company and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) First, to the payment of the Company’s debts and obligations to its creditors (including Members), including sales commissions and other expenses incident to any sale of the assets of the Company, but not including any amounts payable under the Transaction Bonus Plan, if applicable, in order of the priority provided by law; (ii) Second, to the establishment of and additions to such reserves as the Board, with the approval of all Investor Managers, deems necessary or appropriate; and (iii) Thereafter, the balance of such proceeds shall be distributed to the Members in accordance with Section 7.2, after giving effect to all contributions, distributions and allocations for all periods, including the period during which such Liquidation occurs and taking into account any Transaction Bonus Plan. The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Member immediately prior to the distribution of the Company’s assets pursuant to this Section 10.2(b) being equal to the amount distributable to such Member pursuant to this Section 10.2(b).