Dissolution and Final Liquidation Sample Clauses

Dissolution and Final Liquidation. (a) Upon any dissolution of the Partnership, the Partnership shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor Representatives, or if for any reason there is no General Partner or Investor Representative, by another Person designated by a Majority Vote of the Partners. In winding up the Partnership and liquidating assets, HM, or other Person so designated for such purpose, may arrange, either by itself or through others, for the collection and disbursement to the Partners of any future receipts from the Hospital or other sums to which the Partnership may be entitled, or may sell the Partnership's interest in the Hospital and the Equipment to any person, including HM or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon any such dissolution and liquidation of the Partnership, the net assets, if any, of the Partnership available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership (other than the Partners or their Affiliates) and the expenses of liquidation; (ii) To the payment of all debts and liabilities (including interest) owed to the Partners or their Affiliates as creditors; and (iii) The balance according to the Partners' and Assignees' positive Capital Account balances after taking into account all other adjustments during the fiscal year in which liquidation occurs. (c) Except as otherwise provided in this Agreement, the Partners shall look solely to the assets, if any, of the Partnership for any return of their Capital Contributions. If the assets of the Partnership remaining after payment or discharge of the Partnership's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner shall have any right of recourse against HM and the Investor Representatives or other Partners or to charge HM and the Investor Representatives or other Partners for any amounts except as provided herein and except to the extent otherwise p...
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Dissolution and Final Liquidation. 23 SECTION 7.4. Termination................................................................................24 SECTION 7.5. Payment in Cash............................................................................25 SECTION 7.6. Goodwill and Trade Name....................................................................25 SECTION 7.7. Termination of Noncompetition Covenants....................................................25
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Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Manager, or if for any reason there is no Manager, by another Person designated by the Board of Directors. In winding up the Company and liquidating assets, the Manager, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company's interest in the Hospital and the Equipment to any Person, including HHBF or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof; provided if the buyer is HHBF or any of its Affiliates, such fair market value shall, at the option of a majority of Directors appointed by the Investor Members, be determined by independent appraisal. (b) Upon any such dissolution and liquidation of the Company, the net assets, if any, of the Company available for distribution, including any cash proceeds from the liquidation of Company assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Company (other than the Members or their Affiliates) and the expenses of liquidation; (ii) To the payment of all debts and liabilities (including interest), and including without limitation any accrued but unpaid Guarantee Fees, owed to the Members or their Affiliates as creditors; and (iii) The balance to the Members with positive Capital Account balances after taking into account all other adjustments during the Fiscal Year in which liquidation occurs. (c) The Members shall look solely to the assets, if any, of the Company for any return of their Capital Contributions and, if the assets of the Company remaining after payment or discharge of the Company's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Member shall have any right of recourse against the Manager or other Members or to charge the Manager or other Members for any amounts ex...
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Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Managers, or if for any reason there is no Manager, by another Person designated by a Supermajority Vote of the Members. In winding up the Company and liquidating assets, the Managers, or other Person so designated for such purpose, may arrange, either directly or through
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Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Manager or if for any reason there is no Manager, or by another Person designated by the Board of Directors. In winding up the Company and liquidating assets, the Manager, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company's interest
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Dissolution and Final Liquidation. (a) Upon any dissolution of the Partnership, the Partnership shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be
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Dissolution and Final Liquidation. 24 SECTION 7.4. TERMINATION................................................................. 25 SECTION 7.5. PAYMENT IN CASH............................................................. 25 SECTION 7.6. GOODWILL AND TRADE NAME..................................................... 25 SECTION 7.7. TERMINATION OF NONCOMPETITION COVENANTS..................................... 26 ARTICLE VIII
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Dissolution and Final Liquidation. (A) UPON ANY DISSOLUTION OF THE COMPANY, THE COMPANY SHALL NOT TERMINATE, BUT SHALL CEASE TO ENGAGE IN FURTHER BUSINESS EXCEPT TO THE EXTENT NECESSARY TO PERFORM EXISTING CONTRACTS AND PRESERVE THE VALUE OF ITS ASSETS. ITS ASSETS SHALL BE LIQUIDATED AND ITS AFFAIRS SHALL BE WOUND UP AS SOON AS PRACTICAL THEREAFTER BY THE MANAGERS, OR IF FOR ANY REASON THERE IS NO MANAGER, BY ANOTHER PERSON DESIGNATED BY A SUPERMAJORITY VOTE OF THE MEMBERS. IN WINDING UP THE COMPANY AND LIQUIDATING ASSETS, THE MANAGERS, OR OTHER PERSON SO DESIGNATED FOR SUCH PURPOSE, MAY ARRANGE, EITHER DIRECTLY OR THROUGH OTHERS, FOR THE COLLECTION AND DISBURSEMENT TO THE MEMBERS OF ANY FUTURE RECEIPTS FROM THE HOSPITAL OR OTHER SUMS TO WHICH THE COMPANY MAY BE ENTITLED, AND SHALL SELL THE COMPANY'S INTEREST IN THE HOSPITAL AND THE EQUIPMENT TO ANY PERSON, INCLUDING HHBF OR ANY AFFILIATE THEREOF, ON SUCH TERMS AND FOR SUCH CONSIDERATION AS SHALL BE CONSISTENT WITH OBTAINING THE FAIR MARKET VALUE THEREOF; PROVIDED IF THE BUYER IS HHBF OR ANY OF ITS AFFILIATES, SUCH FAIR MARKET VALUE SHALL, AT THE OPTION OF THE INVESTOR MANAGER, BE DETERMINED BY INDEPENDENT APPRAISAL. (B) UPON ANY SUCH DISSOLUTION AND LIQUIDATION OF THE COMPANY, THE NET ASSETS, IF ANY, OF THE COMPANY AVAILABLE FOR DISTRIBUTION, INCLUDING ANY CASH PROCEEDS FROM THE LIQUIDATION OF COMPANY ASSETS, SHALL BE APPLIED AND DISTRIBUTED IN THE FOLLOWING MANNER OR ORDER, TO THE EXTENT AVAILABLE: (I) TO THE PAYMENT OF OR CREATION OF RESERVES FOR ALL DEBTS, LIABILITIES, AND OBLIGATIONS TO ALL CREDITORS OF THE COMPANY (OTHER THAN THE MEMBERS OR THEIR AFFILIATES) AND THE EXPENSES OF LIQUIDATION; (II) TO THE PAYMENT OF ALL DEBTS AND LIABILITIES (INCLUDING INTEREST) OWED TO THE MEMBERS OR THEIR AFFILIATES AS CREDITORS; AND (III) THE BALANCE TO THE MEMBERS WITH POSITIVE CAPITAL ACCOUNT BALANCES AFTER TAKING INTO ACCOUNT ALL OTHER ADJUSTMENTS DURING THE FISCAL YEAR IN WHICH LIQUIDATION OCCURS. (C) THE MEMBERS SHALL LOOK SOLELY TO THE ASSETS, IF ANY, OF THE COMPANY FOR ANY RETURN OF THEIR CAPITAL CONTRIBUTIONS AND, IF THE ASSETS OF THE COMPANY REMAINING AFTER PAYMENT OR DISCHARGE OF THE COMPANY'S DEBTS AND LIABILITIES, OR PROVISION THEREFOR, ARE INSUFFICIENT TO RETURN ALL OR ANY PART OF THE CAPITAL CONTRIBUTIONS, NO MEMBER SHALL HAVE ANY RIGHT OF RECOURSE AGAINST THE MANAGERS OR OTHER MEMBERS OR TO CHARGE THE MANAGERS OR OTHER MEMBERS FOR ANY AMOUNTS EXCEPT AS PROVIDED HEREIN AND EXCEPT TO THE EXTENT OTHERWISE PROVIDED BY THE ACT AND/OR NORTH C...
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Dissolution and Final Liquidation 
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Related to Dissolution and Final Liquidation

  • Dissolution and Liquidation (Check One)

  • DISSOLUTION, LIQUIDATION AND MERGER 51 Section 9.1. Dissolution upon Expiration Date......................................................51 Section 9.2.

  • Dissolution; Liquidation In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

  • Dissolution Liquidation and Termination 60 Section 13.1. Dissolution..........................................................................60

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, 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 minimize the losses normally attendant to a liquidation.

  • Termination and Liquidation Section 9.01.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.