Upon dissolution of the Company the Managers shall act ----------- as its liquidating trustees or the Managers may appoint one or more Managers or Members as liquidating trustee. The liquidating trustees shall proceed diligently to liquidate the Company and wind up its affairs and shall dispose of the assets of the Company as provided in Section 7.2 hereof. Until final distribution, the liquidating trustees may continue to operate the business and properties of the Company with all of the power and authority of the Managers. As promptly as possible after dissolution and again after final liquidation, the liquidating trustees shall cause an accounting by the accounting firm then serving the Company of the Company's assets, liabilities, operations and liquidating distributions to be given to the Members.
Upon dissolution of the Company. (a) The proceeds of liquidation shall be distributed, as realized, in the following order and priority:
Upon dissolution of the Company the Members shall liquidate the assets of the Company, and after allocating (pursuant to Article 5 of this Agreement) all income, gain, loss and deductions resulting therefrom, shall apply and distribute the proceeds thereof as follows:
Upon dissolution of the Company. F. Section 6.01 is hereby amended in its entirety as follows (with emphasis on the amended provisions):
Upon dissolution of the Company. The Manager shall also make (i) any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or Section 1.704-2.
Upon dissolution of the Company the Members shall immediately select a liquidating trustee, who shall immediately commence to wind up the Company's affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation; and provided, further, that if the dissolution of the Company results from the bankruptcy or dissolution of a Member, the liquidating trustee shall be a person approved by a majority of the Interests of the remaining Members.
Upon dissolution of the Company. (other than in connection with a sale of all or substantially all of the Company's assets to a third party and other than in connection with a termination resulting from one Member's purchase of all or part of the other Member's Membership Interest), all assets of the Company shall be liquidated; provided, however, that no transfer of the License to the Proprietary Marks shall be made except in connection with and as part of a sale of the Restaurants to a purchaser who will continue to operate the Restaurants as Cheeseburger in Paradise Restaurants. All proceeds from liquidation of the Company assets shall be distributed (i) to Outback until Outback shall have received an amount equal to Outback's Capital Contributions, and (ii) then to the Members in accordance with and to the extent of their positive Capital Account balances after giving effect to the allocation of Net Profit or Net Loss resulting from such liquidation, and (iii) thereafter to the Members in accordance with their Percentage Interests. Such liquidating distributions shall be made by the end of the Company's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation.
Upon dissolution of the Company the Manager shall promptly notify the Members of the dissolution and shall immediately commence to wind up the affairs of the Company including, in their discretion, the liquidation all or any part of the assets of the Company. The proceeds of such liquidation shall be applied and distributed in the following order of priority:
