Common use of Liquidation Distributions Clause in Contracts

Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority: (a) To the payment of debts and liabilities of the Partnership (including to Partners to the extent otherwise permitted by law) and the expenses of liquidation; then (b) To the setting up of such reserves as the Person required or authorized by law to wind up the Partnership’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Partnership, provided that any such reserves shall be paid over by such person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and at the expiration of such period, the balance of such reserves shall be distributed as hereinafter provided; then (c) The remainder to the Partnership in accordance with and to the extent of their respective Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal year(s) in which the Partnership is liquidated.

Appears in 2 contracts

Sources: Limited Partnership Agreement (BuyDebtCo, LLC), Limited Partnership Agreement (BuyDebtCo, LLC)

Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority: (a) To the payment of debts and liabilities of the Partnership Company (including to Partners Members to the extent otherwise permitted by law) and the expenses of liquidation; then then (b) To the setting up of such reserves as the Person required or authorized by law to wind up the Partnership’s Company's affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the PartnershipCompany, provided that any such reserves shall be paid over by such person Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and and, at the expiration of such period, the balance of such reserves reserves, if any, shall be distributed as hereinafter provided; then (c) The remainder to the Partnership Members in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal taxable year(s) in which the Partnership Company is liquidated.

Appears in 2 contracts

Sources: Operating Agreement (First American Capital Corp /Ks), Operating Agreement (First American Capital Corp /Ks)

Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority: (a) To the payment of debts and liabilities of the Partnership (including to Partners to the extent otherwise permitted by law) and the expenses of liquidation; then (b) To the setting up of such reserves as the Person required or authorized by law to wind up the Partnership’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Partnership, provided that any such reserves shall be paid over by such person Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and and, at the expiration of such period, the balance of such reserves reserves, if any, shall be distributed as hereinafter provided; thenand (c) The remainder to the Partnership Partners in accordance with and to the extent of their respective Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal year(s) in which the Partnership is liquidated.

Appears in 1 contract

Sources: Limited Partnership Agreement (Advanced BioEnergy, LLC)

Liquidation Distributions. Liquidation Proceeds shall will be distributed in the following order of priority: (a) To the payment of debts and liabilities of the Partnership Company (including to Partners Members to the extent otherwise permitted by law) and the expenses of liquidation; then. (b) To Next, to the setting up of such reserves as the Person required or authorized by law to wind up the PartnershipCompany’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the PartnershipCompany, provided that any such reserves shall must be paid over by such person Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and and, at the expiration of such period, the balance of such reserves shall reserves, if any, must be distributed as hereinafter provided; then. (c) The remainder to the Partnership Members in accordance with and to the extent of their respective Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal year(s) year or years in which the Partnership Company is liquidated.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Genelux Corp)

Liquidation Distributions. Liquidation Proceeds shall be distributed in the following order of priority: (a) To the payment of debts and liabilities of the Partnership Company (including to Partners Members to the extent otherwise permitted by law) and the expenses of liquidation; then. (b) To Next, to the setting up of such reserves as the Person required or authorized by law to wind up the Partnership’s Company's affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the PartnershipCompany, provided that any such reserves shall be paid over by such person Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and and, at the expiration of such period, the balance of such reserves reserves, if any, shall be distributed as hereinafter provided; then. (c) The remainder to the Partnership Members in accordance with and to the extent of their respective positive Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal year(s) in which the Partnership Company is liquidated.

Appears in 1 contract

Sources: Operating Agreement (Tortoise Total Return Fund, LLC)

Liquidation Distributions. Liquidation Proceeds shall will be distributed in the following order of priority: (a) To the payment of debts and liabilities of the Partnership Company (including to Partners Members to the extent otherwise permitted by law) and the expenses of liquidation; then. (b) To Next, to the setting up of such reserves as the Person required or authorized by law to wind up the PartnershipCompany’s affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the PartnershipCompany, provided that any such reserves shall will be paid over by such person Person to an independent escrow agent, to be held by such agent or its successor for such period as such Person shall deem deems advisable for the purpose of applying such reserves to the payment of such liabilities or obligations and and, at the expiration of such period, the balance of such reserves shall reserves, if any, will be distributed as hereinafter provided; then. (c) The remainder to the Partnership Members in accordance with and to the extent of their respective Capital Account balances after taking into account the allocation of all Income or Loss pursuant to this Agreement for the fiscal year(s) year or years in which the Partnership Company is liquidated.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Inergy Holdings LLC)