Actions Upon Dissolution. When the Company is dissolved, the business and property of the Company shall be wound up and liquidated by the Managing Member or, in the event of the unavailability of the Managing Member or if the Managing Member shall so determine, such Member or other liquidating trustee as shall be named by the Managing Member.
Actions Upon Dissolution. (a) Upon an event of dissolution of the Company, the affairs of the Company shall be wound-up in accordance with the following provisions:
(i) The Company shall thereafter carry on no business except for the purpose of winding up its affairs.
(ii) The Directors shall proceed to wind up the affairs of the Company and all of the powers of the Directors under this Agreement shall continue until the affairs of the Company shall have been wound up, including the power to fulfill or discharge the contracts of the Company, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Company Property to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Company Property other than for cash, shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Holders holding more than 50% of the total outstanding Interests of the Company entitled to vote.
(iii) After paying (or making reasonable provision for the payment of) all liabilities and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Directors may distribute the remaining Company Property, in cash or in kind or partly each, among the Holders according to their Book Capital Accounts.
(b) Upon the completion of winding up of the Company's affairs as provided herein, the Directors shall file a certificate of cancellation in accordance with the Act and such Directors shall, subject to the Act thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Holders shall thereupon cease.
Actions Upon Dissolution. In the event of any dissolution or winding up or total or partial liquidation or reorganization of any Obligor (other than any such transaction not then constituting a continuing Default or Event of Default), whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then upon any payment or distribution of assets of such Obligor of any kind or character, whether in cash, property or securities, to any of its creditors (including any Subordinated Creditor) of any amounts (including interest, indemnities and fees) due or to become due, all Senior Obligations shall first be paid in full in cash before any Subordinated Creditor shall be entitled to retain any assets so paid or distributed in respect of the Subordinated Obligations (for principal, premium, interest or otherwise) and, to that end, the Senior Creditors shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities that would, but for the provisions of this Section 9.18(c) (these “Subordination Terms”), be paid or delivered to a Subordinated Creditor. If a Subordinated Creditor shall have failed to file claims or proofs of claim with respect to the Subordinated Obligations at least 30 days prior to the deadline for any such filing, the Administrative Agent, on behalf of the Senior Creditors is hereby irrevocably authorized to vote and file proofs of claim and otherwise to act with respect to the Subordinated Obligations as the Administrative Agent, on behalf of the Senior Creditors, may deem appropriate using its reasonable discretion under the circumstances. Each Subordinated Creditor shall provide to the Administrative Agent, on behalf of the Senior Creditors, all information and documents necessary to present claims or seek enforcement as aforesaid and will duly and promptly take such action as the Administrative Agent may request to collect the Subordinated Obligations for the account of the Administrative Agent and the Senior Creditors and to file appropriate claims or proofs of claim with respect thereto. If the Administrative Agent does not exercise its right to vote the Subordinated Obligations or otherwise act in any such reorganization proceeding as set forth in this clause (ii) (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension), no Subordinated Creditor sh...
Actions Upon Dissolution. When the Company is dissolved, the business and property of the Company and the Subsidiaries shall be wound up and liquidated by the Managing Member or, in the event of the unavailability of the Managing Member, such other Member or other liquidating trustee as shall be named by the Managing Member. In such event, the Managing Member (or such other Member or liquidating trustee, as applicable) shall have the full right and discretion to manage such process, including the power to prosecute and defend suits, collect debts, dispose of property, settle and close the business of the Company and the Subsidiaries, discharge the liabilities of the Company and the Subsidiaries, pay reasonable costs and expenses incurred in the winding up, distribute remaining assets to Members in accordance with this Agreement and execute and file a certificate of cancellation under the Act.
Actions Upon Dissolution. When the Company is dissolved, the business and property of the Company shall be wound up and liquidated by the Manager. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Company to minimize the normal losses attendant upon a liquidation.
Actions Upon Dissolution. Upon dissolution of the Partnership, the General Partner shall liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with the provisions of Section 7.2. Notwithstanding the foregoing, in the event that the General Partner shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partners (by reason of incurring taxable gain or otherwise) or would otherwise be inappropriate, the General Partner may, in order to avoid such loss, either (a) defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership’s debts and obligations or (b) distribute the shares of all properties and assets of the Partnership to the Partners in kind. Subject to the overall provisions of Section 7.2, if any Partnership assets are distributed in kind, the General Partner shall have the sole discretion to determine the relative proportions of cash and of other assets to be distributed to each Partner (taking such non-cash assets into account at their fair market value as determined under Section 7.1(g)).
Actions Upon Dissolution. 20 Section 10.4.
Actions Upon Dissolution. 24 Section 10.4. Amendment Procedure..................................... 25 Section 10.5. Merger, Consolidation, Conversion and Sale of Assets........................................ 25 ARTICLE XI MISCELLANEOUS........................................... 26
Actions Upon Dissolution. Upon an event of dissolution of the Company or a Series, the affairs of the Company or Series shall be wound-up in accordance with the following provisions:
Actions Upon Dissolution. Upon dissolution of the ------------------------ Partnership, the General Partner (or its trustees, receivers, successors or legal representatives) shall cause the cancellation of the Certificate and shall, unless the Partnership is reconstituted pursuant to Section 6.2(a), liquidate the Partnership assets and apply and distribute the proceeds thereof in accordance with Section 9.3. Notwithstanding the foregoing, in the event the liquidating General Partner shall determine that an immediate sale of part or all of the Partnership's assets would cause undue loss to the Partners (by reason of incurring taxable gain or otherwise), such liquidating General Partner may, in order to avoid such loss, either (i) defer liquidation of, and withhold from distribution for a reasonable time (provided that such deferral of liquidation and distribution shall not have adverse tax consequences for the Limited Partners as a class and they shall have been provided with an amount sufficient to cover any tax liability resulting from such liquidation), the assets of the Partnership except those necessary to satisfy the Partnership debts and obligations (including loans of Partners and Affiliated Persons and accrued interest thereon), or (ii) distribute the shares of such Partnership assets to the Partners in kind.
