Common use of Application of Assets Clause in Contracts

Application of Assets. Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company's business and affairs and complete the winding up as soon as practicable. The Company affairs shall be concluded by a Member or Members selected in writing by the Majority Interest. The assets of the Company may be liquidated or distributed in kind, as determined by the Majority Interest, and the same shall first be applied to the payment of, or to a reserve for the payment of Company liabilities (including such provision for contingent or unforeseen liabilities as the Majority Interest deems appropriate) and then to the Members in accordance with their respective positive Capital Accounts after allocations pursuant to Sections 7.2 and 7.4 for the current Fiscal Year. If Company assets are distributed in kind, the assets so distributed shall be valued at their current fair market values and the unrealized appreciation or depreciation in value of the assets shall be allocated to the Members' Capital Accounts in the manner described in Section 7.2 and 7.4 as if such assets had been sold, and such assets shall then be distributed to the Members in accordance with their respective positive Capital Accounts as so adjusted. To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Majority Interest, convey those assets to a trust or other suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof distributed to the Members at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary, and the terms of its governing instrument shall be determined by the Majority Interest.

Application of Assets. Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company's business and affairs and complete the winding up as soon as practicable. The Company Company's affairs shall be concluded by a Member or Members selected in writing by the Majority Interest. The Except when the Company has rated obligations outstanding, the assets of the Company may be liquidated or distributed in kind, as determined by the Majority Interest, and the same shall first be applied to the payment of, or to a reasonable reserve for the payment of Company of, the Company's liabilities (including such provision for contingent contingent, conditional or unforeseen unmatured liabilities as the Majority Interest deems shall deem appropriate) and then to the Members in accordance with their respective positive Capital Accounts after allocations pursuant to Sections 7.2 and 7.4 for the current Fiscal YearAHFC. If the Company assets are distributed in kindhas rated obligations outstanding, the Company will not liquidate any assets so distributed shall be valued at their current fair market values and the unrealized appreciation or depreciation which are subject to a security interest in value favor of the holders of such rated obligations without the consent of such holders. If the assets of the Company shall not be allocated sufficient to pay all of the liabilities of the Company, to the Members' Capital Accounts fullest extent permitted by the Act, no assets of the Company may be sold or disposed of without the written consent of all of the holders of outstanding securities issued by any trust formed in respect of a transaction to which the manner described in Section 7.2 and 7.4 as if such assets had been sold, and such assets shall then be distributed to the Members in accordance with their respective positive Capital Accounts as so adjustedCompany is a party. To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Majority Interest, convey those assets to a trust or other suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof distributed to the Members at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary, fiduciary and the terms of its governing instrument shall be determined by the Majority Interest.

Application of Assets. Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company's business and affairs and complete the winding up as soon as practicable. The Company Company's affairs shall be concluded by a Member or Members selected in writing by the a Majority Interest. The Except when the Company has rated obligations outstanding, the assets of the Company may be liquidated or distributed in kind, as determined by the a Majority Interest, and the same shall first be applied to to-the payment of, or to a reasonable reserve for the payment of Company of, the Company's liabilities (including such provision for contingent contingent, conditional or unforeseen unmatured liabilities as the a Majority Interest deems shall deem appropriate) and then to the Members in accordance with their respective positive Capital Accounts after allocations pursuant to Sections 7.2 and 7.4 for the current Fiscal Year(other than Independent Member). If the Company assets are distributed in kindhas rated obligations outstanding, the Company will not liquidate any assets so distributed shall be valued at their current fair market values and the unrealized appreciation or depreciation that are subject to a security interest in value favor of the holders of such rated obligations without the consent of such holders. If the assets of the Company shall not be allocated sufficient to pay all of the liabilities of the Company, to the Members' Capital Accounts fullest extent permitted by the Act, no assets of the Company may be sold or disposed of without the written consent of all of the holders of outstanding securities issued by any trust formed in respect of a transaction to which the manner described in Section 7.2 and 7.4 as if such assets had been sold, and such assets shall then be distributed to the Members in accordance with their respective positive Capital Accounts as so adjustedCompany is a party. To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the a Majority Interest, convey those assets to a trust or other suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof distributed to the Members at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary, fiduciary and the terms of its governing instrument shall be determined by the a Majority Interest.

Application of Assets. Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company's business and affairs and complete the winding up as soon as practicable. The Company affairs shall be concluded by a Member or Members selected in writing by the Majority InterestManagement Committee. The assets of the Company may be liquidated or distributed in kind, as determined by the Majority InterestManagement Committee, and the same shall first be applied to the payment of, or to a reserve for the payment of Company liabilities (including such provision for contingent or unforeseen liabilities as the Majority Interest Management Committee deems appropriate) and then to the Members in accordance with their respective positive Capital Accounts after allocations pursuant to Sections 7.2 and 7.4 for the current Fiscal Year. If Company assets are distributed in kind, the assets so distributed shall be valued at their current fair market values and the unrealized appreciation or depreciation in value of the assets shall be allocated to the Members' Capital Accounts in the manner described in Section 7.2 and 7.4 as if such assets had been sold, and such assets shall then be distributed to the Members in accordance with their respective positive Capital Accounts as so adjusted. To the extent that Company assets cannot either be sold without undue loss or readily divided for distribution in kind to the Members, then the Company may, as determined by the Majority InterestManagement Committee, convey those assets to a trust or other suitable holding entity established for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof distributed to the Members at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary, and the terms of its governing instrument shall be determined by the Majority InterestManagement Committee.