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 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. (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 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. 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 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • 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 Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • 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.

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