Common use of Actions Upon Dissolution Clause in Contracts

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.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Vantiv, Inc.), Limited Liability Company Agreement (Vantiv, Inc.)

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Actions Upon Dissolution. When the Company is dissolved, the business and property of the Company and the its Subsidiaries shall be wound up and liquidated by the Managing Member Manager or, in the event of the unavailability of the Managing MemberManager, such other Member or other liquidating trustee as shall be named by the Managing MemberManager. In such event, the Managing Member Manager (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 its Subsidiaries, discharge the liabilities of the Company and the its 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Charter Communications, Inc. /Mo/)

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 Board of Directors or, in the event of the unavailability of the Managing MemberBoard of Directors, such other Member or other liquidating trustee as shall be named by the Managing MemberBoard of Directors. In such event, the Managing Member Board of Directors (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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fifth Third Bancorp)

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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 Board of Directors or, in the event of the unavailability of the Managing MemberBoard of Directors, such other Member or other liquidating trustee as shall be named by the Managing MemberBoard of Directors (such Person, the “Liquidator”). In such event, the Managing Member (or such other Member or liquidating trustee, as applicable) Liquidator 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Total System Services Inc)

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