Final Distribution Proceeds definition

Final Distribution Proceeds means all cash and other property of the Company, if any, remaining for distribution to the Members following an Event of Termination after (i) the payment of the liabilities and obligations of the Company; and (ii) the funding of the reserves, if any, pursuant to section 5.3(b). Interest shall mean each Member’s interest in the capital, allocations of Profit or Loss and Federal income tax items, distributions of cash or other property, and all other right, title and interest in the Company and its assets as determined pursuant to this Agreement. Involuntary Withdrawal shall mean, with respect to any Member, (i) the entering of an order for relief in any proceeding commenced by the Member under Federal bankruptcy laws; (ii) the commencement of any proceeding under any Federal or state bankruptcy, reorganization or similar law by the Member with respect to itself or the failure within 90 days to dismiss or stay any such proceeding commenced against such Member if a natural person; (iv) the dissolution (and commencement of winding up) or other termination of the existence (whether by merger, consolidation or otherwise) of the Member if the successor to the Member acquires all or substantially all of the assets, capital stock, partnership interests or other ownership interests of that Member; or (v) any other event described in section 1705.15 of the Act, other than section 1705.15(A) of the Act. Manager shall mean the person designated as such pursuant to section 3.1 to be responsible for the management of the Company as provided in this Agreement. Member shall at any time mean each person that is a member of the Company at such time pursuant to the provisions of this Agreement. Person shall mean any natural person, corporation, partnership, trust or other entity or association, and any government or governmental agency or authority. Profit or Loss shall, for any period, mean the Company’s taxable income or loss for purpose of Federal income taxation for such period (including all items of income, gain, loss or deduction even if required to be separately stated by section 703(a) of the Code) subject to the following adjustments:
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Final Distribution Proceeds means all cash and other property of the Company, if any, remaining for distribution to Members upon termination of the Company after (i) the payment of all liabilities of the Company and (ii) the funding of any reserves pursuant to Section 11.4.
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Examples of Final Distribution Proceeds in a sentence

  • A reasonable period of time shall be allowed for the orderly termination of the business, discharge of its liabilities, and distribution of its remaining cash and other property as Final Distribution Proceeds pursuant to section 5.2.

  • The Manager shall determine the amount of Final Distribution Proceeds following an Event of Termination.

  • Final Distribution Proceeds shall be applied as provided in this section 5.2 not later than the end of the Company’s taxable year in which the Event of Termination occurs (or, if later, the 90th calendar day following the Event of Termination).

  • The amount of Final Distribution Proceeds shall be distributed to all Members having a positive balance in their Capital Accounts, after giving effect to the allocations pursuant to Article 6, in proportion to the positive balances in the Capital Accounts of such Members.

  • Upon any reduction in such cash or other reserve or in the event that any such cash or other reserves are determined to be no longer needed, any excess cash or other property resulting therefrom shall constitute Final Distribution Proceeds.