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:
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. 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 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.
Actions Upon Dissolution. (a) Upon dissolution of the Partnership, the General Partner or, if there be none, a liquidating trustee appointed with a Majority Consent of the Limited Partners (the General Partner or such a liquidating trustee, the "Liquidator") shall cause the cancellation of the Certificate and liquidate the Partnership assets and apply and distribute the proceeds thereof as follows:
Actions Upon Dissolution. (a) Upon an event of dissolution of the Company or a Series, unless the Company or Series is continued in accordance with the proviso to Section 10.2 above, the affairs of the Company or Series shall be wound-up in accordance with the following provisions:
