Dissolution and Termination of the Company. 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21
Dissolution and Termination of the Company. (a) The Company shall be dissolved and its business wound up upon the occurrence of any of the following events:
(i) subject to obtaining any approval required under Section 5.3(x), the decision by the Executive Committee to dissolve the Company; or
(ii) by judicial decree in accordance with Section 18-802 of the Act.
(b) In the event of the dissolution of the Company, there shall be an orderly liquidation of the Company Assets, unless the Executive Committee determines, subject to approval of the NSAM Designees (so long as the NSAM Designation Threshold is met), that an immediate sale of all or part of the Company Assets would cause undue loss to the Members, in which event (i) the liquidation may be deferred for a reasonable time except as to those assets necessary to satisfy the Company debts and the Members shall be deemed to have elected to reconstitute the Company for such period, or (ii) all or part of the Company Assets may be distributed in kind, subject to the provisions of and in the same manner as cash under the applicable provisions of this Section 9.1. If Company Assets are distributed in kind, the Capital Accounts of the Members shall be adjusted to reflect the Book gain or loss (if any) that would have been recognized by the Company if those assets had been sold for an amount equal to their Fair Market Value at the time of distribution.
(c) Upon any dissolution of the Company, the Accountant shall prepare a statement setting forth the assets and liabilities of the Company as of the date of dissolution, and such statement shall be furnished to all Members.
(d) In the event of liquidation of the Company Assets, and subject to the first sentence of Section 9.1(b) above, the Company Assets shall be liquidated as promptly as possible and the Executive Committee shall appoint a Member to supervise such liquidation, subject to approval of the NSAM Designees (so long as the NSAM Designation Threshold is met) (the “Liquidating Member”), which shall be conducted in an orderly and business-like manner. The proceeds thereof shall be applied and distributed in the following order of priority:
(i) for the payment of the debts and liabilities of the Company (including any debts and liabilities owed to the Members and their Affiliates) and the expenses of liquidation;
(ii) to the setting up of any reserves which the Executive Committee reasonably may deem necessary for any contingent or unforeseen liabilities or obligations of the Company arising out of or...
Dissolution and Termination of the Company. Section 13.1 Dissolution 22 Section 13.2 Winding Up and Liquidation 23 Section 13.3 No Recourse 23 Section 13.4 No Deficit Contribution Obligation 23
Dissolution and Termination of the Company. The Company shall be dissolved and terminated upon the first to occur of any of the following (“Liquidating Events”):
(a) By written agreement of Members holding more than fifty percent (50%) of the Percentage Interests;
(b) The happening of any other event that makes it unlawful or impossible to carry on the business of the Company; or
(c) When the Company is not the successor or survivor entity in any merger or consolidation between the Company and any one (1) or more other entities.
(d) If the Company has not previously been dissolved and terminated, on the date which is thirty (30) years after the date on which the Articles of Organization for the Company were first filed with the Division of Corporations and Commercial Code of the Department of Commerce for the State of Utah.
Dissolution and Termination of the Company. The Company shall be dissolved and is affairs wound up only upon:
(a) an election to dissolve the Company made by the Board; or
(b) the entry of a decree of judicial dissolution. Upon dissolution of the Company, no further business shall be conducted by the Company except the taking of action necessary for the winding up of the affairs of the Company and the liquidation and distribution of its assets. Actions taken by the Company to effectuate or facilitate the orderly winding up of the Company’s affairs shall not be construed to involve a continuation of the Company.
Dissolution and Termination of the Company. (a) The Company shall be dissolved and its business wound up upon the occurrence of any of the following events:
(i) the sale, exchange or other disposition of all or substantially all of the Company Assets;
(ii) upon the election of the Managing Member; or
(iii) the entry of a decree of judicial dissolution under Section 13.1-1047 of the Delaware Limited Liability Company Act; No other event, including insolvency, liquidation, dissolution, expulsion or bankruptcy of the Managing Member, shall cause the existence of the Company to terminate.
(b) In the event of the dissolution of the Company, there shall be an orderly liquidation of the Company Assets as described below unless the Managing Member determines that an immediate sale of all or part of the Company Assets would cause undue loss to the Members, in which event (i) the liquidation may be deferred for a reasonable time except as to those assets necessary to satisfy the liabilities of the Company, or (ii) all or part of the Company Assets may be distributed in kind, subject to the provisions of and in the same manner as cash under the applicable provisions of this Section 5.1 and provided that such distribution of Company Assets is made on a pro rata basis to all of the Members.
(c) Upon any dissolution of the Company, the Accountants shall prepare a statement setting forth the assets and liabilities of the Company as of the date of dissolution, and such statement shall be furnished to all Members.
(d) In the event of liquidation of the Company Assets, and subject to the first sentence of Section 5.1(b) above, the Company Assets shall be liquidated as promptly as possible, and the Managing Member shall supervise such liquidation (“Liquidating Member”), which shall be conducted in an orderly and business-like manner so as not to involve undue sacrifice, as the Liquidating Member shall determine in its reasonable discretion. The proceeds thereof shall be applied and distributed in the following order of priority:
(i) for the payment of the debts and liabilities of the Company (including any debts and liabilities owed to the Members and their related entities) and the expenses of liquidation;
(ii) to the setting up of any reserves which the Liquidating Member reasonably may deem necessary for any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. Said reserves may be paid over by the Liquidating Member to an attorney-at-law, as escrowee, ...
Dissolution and Termination of the Company. Events of Dissolution 12 Section 11.2 Winding-Up the Company 12
Dissolution and Termination of the Company. Events Causing
Dissolution and Termination of the Company. 16.1 Dissolution 26 16.2 Winding Up and Liquidation 27 16.3 No Recourse 27 16.4 No Deficit Contribution Obligation 27 ARTICLE 17 AMENDMENTS; POWER OF ATTORNEY 17.1 Amendments Generally 27 17.2 Power of Attorney 27 ARTICLE 18 MISCELLANEOUS 18.1 No Registration of Units 27 18.2 Exhibits 27 18.3 Severability 27 18.4 Successors and Assigns 28 18.5 Governing Law 28 18.6 Counterparts 28 18.7 No Third Party Beneficiaries 28 18.8 Notices 28 18.9 Spouses 28 18.10 Entire Agreement; Interpretation 28 SCHEDULE A—Schedule of Members EXHIBIT A—Form of Unit Certificate EXHIBIT B—Vesting iv AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF XXXXXX PARTNERS GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY
Dissolution and Termination of the Company. Except as otherwise provided in this Agreement, no Member shall have the right to cause dissolution of the Company before the expiration of its term.
