Common use of Dissolution and Winding Up Clause in Contracts

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. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, of and to the extent determined by, by the Board, Managing Member 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 Managing Member 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 9.16.1, taking into account any amounts previously distributed under Section 9.1; 6.1, 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, 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. Upon the dissolution Liquidation of the Company, the assets of the Company shall be liquidated or distributed under the direction of, of and to the extent determined by, by the Board, Board and the business of the Company shall be wound up. Within a reasonable time after the effective date of dissolution of the CompanyLiquidation, the Company’s assets shall be distributed in the following manner and order: First, to creditors in satisfaction of indebtedness of the Company (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 liquidationLiquidation, in each case 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 any loans or advances advances, if any, that may have been made by any of the Members to the CompanyCompany in the following order: (i) Default Loans, (ii) Cash Shortfall Loan, (iii) Additional Capital Loans, and (iv) any other loans or advances in order of their priority; and Third, to the Members in accordance with Section 9.1proportion to their respective Adjusted Capital Accounts as of the date of Liquidation, taking into account any amounts previously distributed under Section 9.1after giving effect to all contributions, distributions and allocations for all periods; 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, 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. 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 BoardManaging Member, 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: : (a) 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 Managing Member 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); ; (b) Second, to the payment of loans or advances that may have been made by any of the Members to the Company; and , whether by payment or the making of reasonable provision for payment; (c) Third, the balance, if any, to the Members in accordance with Section 9.18.01; provided, 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 fullfull (or reasonable provision shall have been made for payment of the same), 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 same, pro rata in accordance with the respective amounts due to them.

Dissolution and Winding Up. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, of and to the extent determined by, by the Board, 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 9.110.1, taking into account any amounts previously distributed under Section 9.1; 10.1, 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, 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. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, of and to the extent determined by, by the Board, Managing Members 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 's assets shall be distributed in the following manner and order: : (a) 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 Managing Members or the liquidating trustee, as the case may be, to be reasonably necessary for the payment of the Company’s 's expenses, liabilities and other obligations (whether fixed, conditional, unmatured or contingent); ; (b) Second, to the payment of loans or advances that may have been made by any of the Members to the Company; and and (c) 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, 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. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, of and to the extent determined by, by the Board, 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; their respective Capital Accounts. 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, 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. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, of and to the extent determined by, by the Board, 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 CompanyCompany (including any Priority Loans); and Third, to the Members in accordance with Section 9.1, taking into account any amounts previously distributed (or deemed previously distributed) under Section 9.1; Article IX, provided that that, no payment or distribution in any of the foregoing categories shall be made until all payments (or provision for payment) in each prior category shall have been made in full, and provided, provided further, that, 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. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of, of and to the extent determined by, by the Board, Managing Member 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 Managing Member 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 9.16.1, taking into account any amounts previously distributed under Section 9.1; 6.1, 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, 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.. 1002489107v2

Dissolution and Winding Up. Upon The Shareholders may agree in writing to dissolve and wind up the Company on such terms and conditions as they shall determine. In the event that the Company is dissolved, unless otherwise agreed by the Parties: (a) This Agreement shall be automatically terminated and of no further force and effect (except to the extent any provisions hereof shall expressly survive the termination hereof); and (b) upon the dissolution of the Company, the assets of president or another person designated by the Company Board (in either case being referred to herein as the "Liquidating Party"), 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 wind up the Company, cause its assets to be sold and apply the Company’s assets shall be distributed proceeds 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 trusti) 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); Secondfirst, to the payment of loans or advances that may have been made by any of creditors, including the Members Shareholders and their Affiliates to the Company; and Thirdextent they are creditors; (ii) second, to the Members establishment of any reserves that the Liquidating Party, in accordance with Section 9.1sound business judgment, taking into account deems reasonably necessary to provide for the payment when due of any amounts previously distributed under Section 9.1; provided that no payment contingent or distribution in any unforeseen liabilities or obligations of the foregoing categories Parties in connection with the Company, which reserves are to be paid over to a trustee or escrow agent to be held for purposes of distributing such reserves in payment of the aforementioned contingencies and distributing the balance of such reserves, if any, in the manner provided herein upon the expiration of such period as the Liquidating Party may deem advisable; and (iii) third, upon receipt by the Shareholders of a final accounting statement prepared by the auditors regularly engaged by the Company, whose determination shall be made until all payments in each prior category shall have been made in fullfinal, conclusive and providedbinding on the Shareholders (acting as experts, furthernot arbitrators), that, if pro-rata to the payments due Class A Shareholders and Class B Shareholders to be made in any the extent of the foregoing categories exceed amount of capital invested in the remaining assets available for Company by such purposeShareholders; and (iv) fourth, such payments shall be made pro rata to the Persons entitled to receive Class A Shareholders and the same pro rata in accordance with the respective amounts due to themClass B Shareholders.

Dissolution and Winding Up. Upon (a) The Company shall be dissolved upon the occurrence of any of the following events: (i) Expiration of the term of the Company set forth in SECTION 1.2. (ii) Bankruptcy, dissolution or resignation of a Member (a "DISSOLUTION EVENT") unless, within 90 days after the date of such event, the remaining Members ("REMAINING MEMBERS") state their willingness in writing to continue the business of the Company and the Company will continue to be treated as a partnership for federal income tax purposes under the laws then existing, and, if the bankruptcy, dissolution or withdrawal is with respect to the Manager, the Remaining Members also agree, in writing, to become effective as of the date of such event, a new Manager which shall agree in writing to act as Manager and to the terms of this Agreement; (iii) Entry of a decree of judicial dissolution under the Act; or (iv) The sale of all of the Properties, repayment of the Assumed Debt and distribution of the Cash from Sale, Financing or Refinancing. (b) Except as set forth in SECTION 6.1(a), no event that causes a Member to cease to be a member of the Company shall in and of itself cause a dissolution of the Company. (c) Dissolution of the Company shall be effective on the date on which an event requiring dissolution or liquidation of the Company occurs, but the Company shall not terminate until the assets of the Company shall be liquidated or have been distributed under the direction of, and to the extent determined by, the Board, as provided below and the business Certificate of Formation of the Company shall be wound up. Within a reasonable time after have been cancelled in accordance with the effective date of dissolution Act. (d) Upon dissolution, the Manager or, if there is no Manager but there are Remaining Members, such Remaining Members shall liquidate the assets of the Company, and allocate and distribute the Company’s assets shall be distributed proceeds, in cash, in the following manner and order: order of priority: (i) First, to the satisfaction of creditors of the Company to the extent otherwise permitted by law, in satisfaction of indebtedness (other than any loans or advances that may have been made by any the liabilities of the Members to the Company), 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 thereof); (which may be funded by a liquidating trustii) 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 all debts, liabilities and other obligations owed to Affiliates of the Company; and (iii) Third, in accordance with SECTION 4.2(b) hereof. (e) The parties intend that may have been made by any the allocation provisions contained in this Agreement shall produce final Capital Account balances of the Members that will permit liquidating distributions to the Company; and Third, be made 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 their final Capital Account balances pursuant to this SECTION 6.1 and in any a manner identical in amount to and in the order of priorities contained in SECTION 4.2(b) hereof. (f) Notwithstanding the dissolution of the foregoing categories Company, prior to termination of the Company, the business of the Company and the affairs of the Members in relation to the Company shall be made until all payments in each prior category shall have been made in full, and provided, further, that, if the payments due continue 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 themgoverned by this Agreement.

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 reasonably determined by, the BoardBoard of Directors, 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: : (a) 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 of Directors 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); ; (b) Second, to the payment of loans or advances that may have been made by any of the Members to the Company; and Company in accordance with the terms of this Agreement; (c) Third, to the Members in accordance with Section 9.16.03; provided, 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 fullfull (or reasonable provision shall have been made for payment of the same), and provided, further, that, if the payments due to be made in any of the foregoing categories clauses (b) and (c) exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same same, pro rata in accordance with the respective amounts due to them.

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 Table of Contents 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. Upon the dissolution of the Company, the assets Member shall act as liquidator or may appoint one or more Persons as liquidator, and the liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be liquidated or distributed under the direction of, and to the extent determined byborne as a Company expense. Until final distribution, the Board, and liquidators shall continue to operate the business Company properties with all of the Company shall be wound uppower and authority of the Member. 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: (i) first, to creditors in satisfaction of indebtedness (other than any loans or advances that may have been made by any of the Members Member 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 Member 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(ii) second, to the payment of loans or advances that may have been made by any of the Members Member to the Company; and Third(iii) third, to the Members in accordance with Section 9.1Member, 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, 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.