Common use of Disposition of Assets on Dissolution Clause in Contracts

Disposition of Assets on Dissolution. Promptly after dissolution under Section 23.2(b) or Section 21.2, the Manager shall take all action necessary to wind up the activities of the Company, in accordance with the following steps: (a) First, payment, or the making of reasonable provision for payment, of all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) including the establishment of such adequate reserves for the payment and discharge of all debts, liabilities and obligations of the Company, including contingent, conditional or unmatured liabilities, in such amount and for such term as the liquidator(s) may reasonably determine; and (b) Second, any remaining proceeds of liquidation, and any assets that are to be distributed in kind, shall be distributed to the Members as promptly as practicable, but in any event within the time required by Treasury Regulations Section 1.704 1(b)(2)(ii)(b)(2), in accordance with their respective Ownership Interests; provided, that Strathmore shall receive up to Five Hundred Thousand Dollars ($500,000) to the extent not previously distributed to Strathmore pursuant to Section 5.2 and the Yellowcake Shares before the remaining assets of the Company are distributed to the Members in accordance with their Ownership Interests. (c) Except for the distribution of the Yellowcake Shares to Strathmore which shall be in-kind, the distribution of cash, cash equivalents and other property to a Member in accordance with the provisions of this Section 23.6 shall constitute a complete return to the Member of its capital contributions to the Company and a complete distribution to the Member of its interest in the Company and all the Company’s property, and shall constitute a compromise to which all Members have consented within the meaning of the Act. All reasonable costs and expenses incurred in connection with the dissolution of the Company shall be expenses chargeable to the Business Account.

Disposition of Assets on Dissolution. Promptly after dissolution under Section 23.2(b) or Section 21.223.2, the Manager shall take all action necessary to wind up the activities of the Company, Company in accordance with the following steps: (a) Firstfirst, payment, or the making of reasonable provision for payment, of all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) including the establishment of such adequate reserves for the payment and discharge of all debts, liabilities and obligations of the Company, including contingent, conditional or unmatured liabilities, in such amount and for such term as the liquidator(s) may reasonably determine; and (b) Secondsecond, any remaining proceeds of liquidation, and any assets that are to be distributed in kind, shall be distributed to the Members as promptly as practicable, but in any event within the time required by Treasury Regulations Section 1.704 1.704-1(b)(2)(ii)(b)(2), in accordance with their respective Ownership Interests; provided, that Strathmore shall receive up to Five Hundred Thousand Dollars ($500,000) to the extent not previously distributed to Strathmore amount contributed by AUC pursuant to Section 5.2 Subsections 3.1(b)(i)-(ii) and the Yellowcake AUC Shares before the remaining assets of the Company are distributed to the Members in accordance with their Ownership Interests.; and (c) Except except for the distribution of the Yellowcake AUC Shares to Strathmore which shall be in-kind, the distribution of cash, cash equivalents and other property to a Member in accordance with the provisions of this Section 23.6 23.4 shall constitute a complete return to the Member of its capital contributions to the Company and a complete distribution to the Member of its interest in the Company and all the Company’s property, and shall constitute a compromise to which all Members have consented within the meaning of the Act. All reasonable costs and expenses incurred in connection with the dissolution of the Company shall be expenses chargeable to the Business Account.

Disposition of Assets on Dissolution. Promptly after dissolution under Section 23.2(b18.1(b) or Section 21.218.2, the Manager shall take all action necessary to wind up the activities of the Company, in accordance with the following steps: (a) First, payment, or the making of reasonable provision for payment, of all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) including the establishment of such adequate reserves for the payment and discharge of all debts, liabilities and obligations of the Company, including contingent, conditional or unmatured liabilities, in such amount and for such term as the liquidator(s) may reasonably determine; and (b) Second, any remaining proceeds of liquidation, and any assets that are to be distributed in kind, shall be distributed to the Members as promptly as practicable, but in any event within the time required by Treasury Regulations Section 1.704 1.704-1(b)(2)(ii)(b)(2), in accordance with their respective Ownership Interests; provided, that Strathmore if there has not been a Positive Final Investment Decision by both STRATHMORE and SUMITOMO, such proceeds and assets shall receive up be distributed so that, to Five Hundred Thousand Dollars the greatest extent possible, ($500,000x) STRATHMORE receives the Assets that it contributed to the Company pursuant to Section 3.1(a) and (y) remaining proceeds and assets are distributed in accordance with the respective Ownership Interests of the Members. If STRATHMORE so requests, the Manager shall, to the extent not previously distributed possible, and to Strathmore pursuant the extent consistent with this Section 18.4(b), endeavor to Section 5.2 and distribute to STRATHMORE the Yellowcake Shares before Assets that STRATHMORE contributed to the remaining assets capital of the Company are distributed pursuant to the Members in accordance with their Ownership Interests. (cSections 3.1(a) Except for the distribution of the Yellowcake Shares to Strathmore which shall be in-kind, the and 3.4. The distribution of cash, cash equivalents Cash Equivalents and other property to a Member in accordance with the provisions of this Section 23.6 18.4 shall constitute a complete return to the Member of its capital contributions to the Company and a complete distribution to the Member of its interest in the Company and all the Company’s property, and shall constitute a compromise to which all Members have consented within the meaning of the Act. All reasonable costs and expenses incurred in connection with the dissolution of the Company shall be expenses chargeable to the Business Account.