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 Insolvency Proceeding, then upon any payment or distribution of assets of any Obligor of any kind or character, whether in cash, property or securities, to any of its creditors (including without limitation the Subordinated Creditors) the Discharge of ABL Obligations shall occur first before the holders of the Subordinated Indebtedness shall be entitled to retain any assets (other than Exempt Last Out Loan Proceeds) so paid or distributed in respect of the Subordinated Indebtedness (for principal, premium, interest or otherwise) and, to that end, the holders of the ABL Obligations shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character (other than Exempt Last Out Loan Proceeds as provided in Sections 4.15(h) and 11.5 of the ABL Credit Agreement), whether in cash or property or securities that would, but for these Subordination Terms, be paid or delivered to the Subordinated Creditors. The Subordinated Creditors shall provide to the ABL Agent (on behalf of the ABL Secured Parties) all information and documents necessary to present claims or seek enforcement with respect to the Subordinated Indebtedness and will duly and promptly take such action as the ABL Agent (on behalf of the ABL Secured Parties) may request (i) to collect the Subordinated Indebtedness for the account of the ABL Agent (on behalf of the ABL Secured Parties), other than Exempt Last Out Loan Proceeds, and (ii) to file appropriate claims or proofs of claim with respect thereto. No Subordinated Creditor, solely in its capacity as a Subordinated Creditor or Last Out Lender under the ABL Credit Agreement, shall take any action in any Insolvency Proceeding in any way so as to contest, and hereby waives any rights it may have to contest (a) the validity or enforceability of any of the ABL Loan Documents, (b) the rights and duties of the ABL Agent and the ABL Secured Parties established in any of the ABL Loan Documents or (c) the validity or enforceability of the subordination provisions set forth in this Agreement.
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. 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. 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 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. 22 Section 10.4. Amendment Procedure....................................23 Section 10.5. Merger, Consolidation, Conversion and Sale of Assets...23 (ii) ARTICLE XI MISCELLANEOUS......................................................24
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, 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.
