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 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.
Dissolution and Winding Up. 18 10.1 Dissolution....................................................18 10.2
Dissolution and Winding Up. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, and to the extent determined by, the Board, and the business of the Company shall be wound up. Within a reasonable time after the effective date of dissolution of the Company, the Company’s assets shall be distributed in the following manner and order: First, to creditors in satisfaction of indebtedness (other than any loans or advances that may have been made by any of the Members to the Company), whether by payment or the making of reasonable provision for payment, and the expenses of liquidation, whether by payment or the making of reasonable provision for payment, including the establishment of reasonable reserves (which may be funded by a liquidating trust) determined by the Board or the liquidating trustee, as the case may be, to be reasonably necessary for the payment of the Company’s expenses, liabilities and other obligations (whether fixed, conditional, unmatured or contingent); Second, to the payment of loans or advances that may have been made by any of the Members to the Company; and Third, to the Members in accordance with Section 9.1, taking into account any amounts previously distributed under Section 9.1; provided that no payment or distribution in any of the foregoing categories shall be made until all payments in each prior category shall have been made in full, and provided, further, that, if the payments due to be made in any of the foregoing categories exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them.
Dissolution and Winding Up. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following:
(a) the consent of a Super Majority Vote of the Members;
(b) an event that makes it unlawful for all or substantially all of the business of the Company to be continued, but any cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this section;
(c) on application by a Member or a dissociated Member, upon entry of a judicial decree that:
(i) the economic purpose of the Company is likely to be unreasonably frustrated;
(ii) it is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles and this Operating Agreement; or
(iii) the Managers or Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioning Member.
Dissolution and Winding Up. 9.1. The Company will be dissolved on the first to occur of the following events:
(a) The written agreement of a Majority of Members to dissolve the Company;
(b) The sale or other disposition of substantially all of the Company’s assets;
(c) Entry of a decree of judicial dissolution under Corp C §17351.
9.2. On the dissolution of the Company, the Company will engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will be distributed or applied in the following order:
(a) To pay the expenses of liquidation;
(b) To the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2;
(c) To repay outstanding loans to Members. If there are insufficient funds to pay those loans in full, each Member will be repaid in the ratio that the Member’s loan, together with accrued and unpaid interest, bears to the total of all loans from Members, including all accrued and unpaid interest. Repayment will first be credited to unpaid principal and the remainder will be credited to accrued and unpaid interest; and
(d) Among the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16.
9.3. Each Member will look solely to the assets of the Company for the return of the member’s investment, and if Company property remaining after the payment or discharge of the Company’s debts and liabilities is insufficient to return the investment of each Member, the Member will have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.
Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up upon the first to occur of the following:
(a) the Member’s written determination to dissolve the Company;
(b) at any time there are no members of the Company, unless the Company is continued pursuant to the Act; or
(c) a decree of judicial dissolution of the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the Member.
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 or as provided by the Delaware Act. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.
Dissolution and Winding Up. The Member shall have the right to dissolve the Company. The Member may exercise this right by executing a written instrument of dissolution that provides that the Company's business and affairs shall be wound up.
Dissolution and Winding Up. All net gains and net losses of the Partnership, as determined for Federal income tax purposes, in connection with a sale of all or substantially all of the assets of the Partnership and/or the dissolution and winding up of the Partnership, shall be allocated in the following order of priority:
