Dissolution of the Company. (a) The Company shall be dissolved upon the first to occur of any of the following events: (i) the determination of the Managing Member to dissolve the Company; (ii) an order by a court of competent jurisdiction that the Company be dissolved; or (iii) the sale or disposition of all or substantially all of the assets of the Company. (b) Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. Absent any of the events set out in Section 11.2(a) above, the Company shall not be dissolved upon any Member becoming bankrupt or executing an assignment for the benefit of creditors, or the death, retirement, insanity, resignation, expulsion or dissolution of any Member, or any other event that terminates the continued membership of a Member in the Company. (c) In the event of the dissolution of the Company for any reason, the Managing Member or a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Article 5 and Article 6. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing Member.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Hamilton Lane INC), Limited Liability Company Agreement (Hamilton Lane INC), Limited Liability Company Agreement (Hamilton Lane INC)
Dissolution of the Company. (a) The Subject to the limitations set forth in Section 8.9, the Company shall be dissolved dissolved, wound up and terminated as provided herein upon the first to occur of any of the following eventsfollowing:
(i) the determination entry of a decree of judicial dissolution under Section 18-802 of the Managing Member to dissolve the CompanyAct;
(ii) an order by a court the determination of competent jurisdiction that the Company be dissolvedBoard of Managers with the consent of the Member Representative to dissolve the Company; or
(iii) the sale or disposition occurrence of all or substantially all any other event that would make it unlawful for the business of the assets of the Company.
(b) Company to be continued. Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. Absent any of the events set out in Section 11.2(a) above, the Company shall not be dissolved upon any Member becoming bankrupt or executing an assignment for the benefit of creditors, or the death, retirement, insanity, resignation, expulsion or dissolution of any Member, or any other event that terminates the continued membership of a Member in the Company.
(cb) In the event of the dissolution of the Company for any reasonCompany, the Managing Member Board of Managers or a liquidating agent or committee appointed by the Managing Member Board of Managers shall act as a liquidating agent (the Managing Member Board of Managers or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Article 5 IV and Article 6. V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of the Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.
(dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Managing Member Board of Managers would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets.
(ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing Board of Managers.
(e) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.
(f) Notwithstanding any other provision of this Agreement, each Member and each Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or a Special Member, or the occurrence of an event that causes a Member or a Special Member to cease to be a member of the Company.
Appears in 3 contracts
Samples: Operating Agreement (Ultimate Escapes, Inc.), Operating Agreement (Secure America Acquisition CORP), Operating Agreement (Secure America Acquisition CORP)
Dissolution of the Company. (a) The Company shall will be dissolved upon the first to occur of any of the following events:
(i) the determination termination of the Managing legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act (including by the admission of a Special Member pursuant to dissolve the Company;Section 3.04); or
(ii) an order by the entry of a court decree of competent jurisdiction that judicial dissolution under the Company be dissolvedAct; or
(iii) at the direction of the Member, upon the payment in full of all Securities, Undertakings and all Enhancement.
(b) Upon dissolution of the Company, except as permitted under the Basic Documents, (i) to the fullest extent permitted by law, the assets of the Company will not be liquidated (except as permitted under the Basic Documents) without consent of 100% of holders of any rated obligations of the Company and (ii) the holders of the rated obligations of the Company have the independent ability to retain related collateral and continue to pay scheduled debt service with respect to such obligations or, in the event proceeds from the related collateral would be insufficient to repay all amounts due under such obligations, to liquidate such related collateral. Holders of rated obligations of the Company shall continue to exercise all of their rights under any existing security agreements or mortgages and may retain the related collateral until such obligations have been paid in full or otherwise completely discharged, except as permitted under the Basic Documents.
(c) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company.
(d) Notwithstanding any provision to the contrary contained in this Agreement, but subject to Section 3.04 and Sections 7.01(a) and (c) of this Agreement, to the fullest extent permitted by law, the Company shall not be dissolved and its affairs shall not be wound up solely upon the withdrawal or termination of a member other than the last remaining member of the Company.
(e) Notwithstanding any provision to the contrary contained in this Agreement, the Bankruptcy of the Member or a Special Member will not cause such Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company will continue without dissolution.
(f) Notwithstanding any provision to the contrary contained in this Agreement, each of the Member and the Special Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or a Special Member, or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.
(g) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale or disposition of all or substantially the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
(h) The Company shall terminate when (i) all of the assets of the Company.
, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (bii) Except as expressly provided herein or as otherwise the Certificate of Formation shall have been canceled in the manner required by the Act, the Members shall have no power to dissolve the Company. Absent any of the events set out in Section 11.2(a) above, the Company shall not be dissolved upon any Member becoming bankrupt or executing an assignment for the benefit of creditors, or the death, retirement, insanity, resignation, expulsion or dissolution of any Member, or any other event that terminates the continued membership of a Member in the Company.
(c) In the event of the dissolution of the Company for any reason, the Managing Member or a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Article 5 and Article 6. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.
(d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets.
(e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing Member.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Mercedes-Benz Auto Receivables Trust 2022-1), Limited Liability Company Agreement (Daimler Trucks Retail Receivables LLC), Limited Liability Company Agreement (Daimler Retail Receivables LLC)
Dissolution of the Company. (a) The Upon obtaining the requisite Approval of the Members to dissolve the Company in accordance with the provisions of this Agreement (including without limitation Sections 5.6(vi) and 5.6A hereof) or in connection with the delivery of a Dissolution Notice under Article XII, the Company shall be dissolved upon and liquidated in accordance with the first to occur provisions of any Section 13.1(b) and applicable law.
(b) At the time the Company is dissolved, the business and affairs of the Company shall be wound up and liquidated by a liquidating trustee to be appointed by the Board (the “Liquidator”) as expeditiously as business circumstances will permit in an orderly and business-like manner and in accordance with applicable law. Unless instructed by the Board to distribute assets owned by the Company in kind to the Members (such allocations to be reasonably specified by the Board) after the satisfaction of the items set forth in clauses (i)-(iii) below, to the extent feasible, the assets of the Company shall be sold or otherwise reduced to cash, and distributed, except as otherwise provided by law, in the following eventsorder and priority:
(i) to pay the determination expenses of the Managing Member to dissolve winding-up and liquidation of the Company;
(ii) an order by a court to pay all creditors of competent jurisdiction that the Company be dissolvedCompany, including Members; orand
(iii) to establish reserves, in amounts established by the sale Liquidator, to meet contingent or disposition of all or substantially all unknown liabilities of the Company. The remaining assets of the Company.
(b) Except as expressly provided herein or as otherwise required by Company shall be applied and distributed based on the ActGross Asset Value of such assets, among the Members shall have no power to dissolve in accordance with Section 3.3(c); provided however that in the Company. Absent any of the events set out in Section 11.2(a) above, the Company shall not be dissolved upon any Member becoming bankrupt or executing an assignment for the benefit of creditors, or the death, retirement, insanity, resignation, expulsion or dissolution of any Member, or any other event that terminates the continued membership of a Member in dissolution or Capital Event prior to the Companydate that is *** months following execution of this Agreement, distributions, if any, resulting from such dissolution or Capital Event shall first be paid ***.
(c) In At the event of the termination and dissolution of the Company, neither the Company for any reasonname, nor the Managing Member right to its use, nor the goodwill, if any, attached thereto or a liquidating agent or committee appointed by to the Managing Member Company shall act be considered as a liquidating agent (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs an asset of the Company Company, and to liquidate no valuation shall be put thereon for the Company assets. The Members shall continue to share all income, losses and distributions during the period purpose of liquidation in accordance with Article 5 and Article 6. The Liquidator shall have full right and unlimited discretion to determine the timeor distribution, manner and terms of or any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditionsother purpose whatsoever.
(d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities Gross Asset Value of the Company assets shall be redetermined in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination dissolution of the Company and the transfer any items of any Company assets.
(e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator Profits and/or Losses resulting therefrom shall be compensated for its services allocated among the Members pursuant to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing MemberArticle III.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (HUGHES Telematics, Inc.)
Dissolution of the Company. (a) The Company shall be dissolved upon the first to occur of any of the following events:
(i) the determination of the Managing Member to dissolve the Company;
(ii) an order by a court of competent jurisdiction that the Company be dissolved; or
(iii) the sale or disposition of all or substantially all of the assets of the Company.
(b) Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. Absent any The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the events set out in Section 11.2(afollowing:
(i) above, the Company shall not be dissolved upon any Member becoming bankrupt or executing an assignment for the benefit of creditors, or the death, retirement, insanity, resignation, expulsion bankruptcy or dissolution of any either Member, or any other event that terminates the continued membership ;
(ii) entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or
(iii) the determination to do so by either Member in following 180 days’ prior written notice given to the Companyother Member.
(cb) In the event of the dissolution of the Company for any reasonCompany, the Managing Member or a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent Board (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and ), shall commence to wind up the affairs of the Company and to liquidate the Company Company’s assets. The Members shall continue to share all income, losses and distributions of the Company during the period of liquidation in accordance with Article 5 Articles IV and Article 6. V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market markets and general financial and economic conditions.
(dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Managing Member Board would have with respect to the such assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents that the Liquidator considers to be necessary or desirable advisable in order to effectuate the liquidation and termination of the Company and the transfer of any Company assetsassets belonging to the Company.
(ed) Notwithstanding the foregoing, a if the Liquidator which is not a Member Member, it shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such the Liquidator shall be compensated by the Company for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing Memberrates.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (FG Financial Group, Inc.), Limited Liability Company Agreement (1347 Property Insurance Holdings, Inc.)
Dissolution of the Company. (a) The Company shall be dissolved dissolved, wound up and terminated as provided herein upon the first to occur of any of the following eventsfollowing:
(i) the determination withdrawal (only as permitted in this Agreement and other than pursuant to a permitted Transfer), death, disability or bankruptcy of the Managing a Member to dissolve the Company(an "Event of Withdrawal");
(ii) an order by a court the determination of competent jurisdiction that the Company be dissolved; orManaging Member, in its sole discretion, at any time;
(iii) a decree of dissolution of the sale or disposition Court of Chancery of the State of Delaware pursuant to 18-801 of the Act;
(iv) the occurrence of any other event that would make it unlawful for the business of the Company to be continued; and
(v) liquidation by the Company of all or substantially all of the assets of the CompanyPortfolio Company Securities.
(b) Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. Absent any of the events set out in Section 11.2(a) above, the Company shall not be dissolved upon any Member becoming bankrupt or executing an assignment for the benefit of creditors, or the death, retirement, insanity, resignation, expulsion or dissolution of any Member, or any other event that terminates the continued membership of a Member in the Company.
(c) In the event of the dissolution of the Company for any reasonCompany, the Managing Member or or, if an Event of Withdrawal shall have occurred with respect to the Managing Member, a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent remaining Members (the Managing Member or such liquidating agent or committeeagent, in such capacitythe "Liquidator"), is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company Company's assets. The Members shall continue to share all income, losses and distributions of the Company during the period of liquidation in accordance with Article 5 Articles IV and Article 6. The V.
(c) Subject to (d), the Liquidator (i) shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.
(dii) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, Company and the Liquidator (iii) is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets.
(ed) Notwithstanding the foregoing, a A Liquidator which that is not a the Managing Member shall (i) not be deemed a Member in this Company and shall not have any of the economic interests in the Company of a Member; Member and such Liquidator shall (ii) be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, Company as reasonably determined by the Managing Memberremaining Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Luminus Management LLC)
Dissolution of the Company. (a) The Company shall will be dissolved upon the first to occur occurrence of any of the following events:
(ia) the determination of the Managing Member to dissolve the Company;
(ii) an order by a court of competent jurisdiction that the Company be dissolved; or
(iii) the sale or disposition of all or substantially all of the assets of the Company are sold, exchanged or otherwise transferred (unless the Board has determined to continue the business of the Company., in which event the Company will continue until the Members elect to dissolve the Company);
(b) Except as expressly provided herein or as otherwise required the vote by the ActBoard as provided in Section 10.9;
(c) the entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Members shall have no power Company to dissolve be bankrupt and the Company. Absent any expiration without appeal of the events set out period, if any, allowed by applicable law in Section 11.2(a) abovewhich to appeal, provided, that so long as the ACH Note is outstanding, the Company shall not, and the Members or the Board shall not be dissolved upon any Member becoming permit the Company to file a voluntary petition or otherwise initiate proceedings to have the Company adjudicated bankrupt or executing an insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition seeking or consenting to reorganization or relief of the Company as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the properties and assets of the Company (in each case, other than at the direction or request of the holder of the ACH Note under the terms of the ACH Loan Documents), or make any general assignment for the benefit of creditorscreditors of the Company, or admit in writing the death, retirement, insanity, resignation, expulsion or dissolution of any Member, or any other event that terminates the continued membership of a Member in the Company.
(c) In the event of the dissolution inability of the Company for any reason, the Managing Member to pay its debts generally as they become due or declare or effect a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of moratorium on the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation debt or take any action in accordance with Article 5 and Article 6. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms furtherance of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions.action;
(d) The Liquidator shall have all at any time there are no Members; or
(e) the entry of the rights and powers with respect a decree of judicial dissolution. Notwithstanding anything to the assets and liabilities of contrary contained herein, so long as the ACH Note is outstanding, the Company in connection with shall not, and the liquidation and termination of Members or the Board shall not permit the Company that to, (i) seek the Managing Member would have with respect to the assets and liabilities of the Company during the term dissolution or winding up, in whole or in part, of the Company, and (ii) merge into or consolidate with any person or entity or dissolve, terminate or liquidate, in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, or (iii) amend, modify or alter this Section 15.1, in each case, without the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination prior written consent of the Company and the transfer of any Company assets.
(e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any holder of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing MemberACH Note.
Appears in 1 contract
Samples: Operating Agreement (MedEquities Realty Trust, Inc.)
Dissolution of the Company. (a) The Upon obtaining the requisite Approval of the Members to dissolve the Company in accordance with the provisions of this Agreement (including without limitation Sections 5.6(vi) and 5.6A hereof) or in connection with the delivery of a Dissolution Notice under Article XII, the Company shall be dissolved upon and liquidated in accordance with the first to occur provisions of any Section 13.1(b) and applicable law.
(b) At the time the Company is dissolved, the business and affairs of the Company shall be wound up and liquidated by a liquidating trustee to be appointed by the Board (the “Liquidator”) as expeditiously as business circumstances will permit in an orderly and business-like manner and in accordance with applicable law. Unless instructed by the Board to distribute assets owned by the Company in kind to the Members (such allocations to be reasonably specified by the Board) after the satisfaction of the items set forth in clauses (i)-(iii) below, to the extent feasible, the assets of the Company shall be sold or otherwise reduced to cash, and distributed, except as otherwise provided by law, in the following events:order and priority: [***] denotes language for which American Medical Alert Corp. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission.
(i) to pay the determination expenses of the Managing Member to dissolve winding-up and liquidation of the Company;
(ii) an order by a court to pay all creditors of competent jurisdiction that the Company be dissolvedCompany, including Members; orand
(iii) to establish reserves, in amounts established by the sale Liquidator, to meet contingent or disposition of all or substantially all unknown liabilities of the Company. The remaining assets of the Company.Company shall be applied and distributed based on the Gross Asset Value of such assets, among the Members in accordance with Section 3.3(c); provided however that in the event of a dissolution or Capital Event prior to the date that is [***] months following execution of this Agreement, distributions, if any, resulting from such dissolution or Capital Event shall first be paid [***]
(bc) Except as expressly provided herein or as otherwise required by At the Act, the Members shall have no power to dissolve termination and dissolution of the Company. Absent any of , neither the events set out in Section 11.2(a) aboveCompany name, nor the right to its use, nor the goodwill, if any, attached thereto or to the Company shall not be dissolved upon any Member becoming bankrupt or executing considered as an assignment asset of the Company, and no valuation shall be put thereon for the benefit purpose of creditors, liquidation or the death, retirement, insanity, resignation, expulsion or dissolution of any Memberdistribution, or any other event that terminates the continued membership of a Member in the Company.
(c) In the event of the dissolution of the Company for any reason, the Managing Member or a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Article 5 and Article 6. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditionspurpose whatsoever.
(d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities Gross Asset Value of the Company assets shall be redetermined in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination dissolution of the Company and the transfer any items of any Company assets.
(e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator Profits and/or Losses resulting therefrom shall be compensated for its services allocated among the Members pursuant to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing MemberArticle III.
Appears in 1 contract
Samples: Limited Liability Company Agreement (American Medical Alert Corp)
Dissolution of the Company. (a) The Upon obtaining the requisite Approval of the Members to dissolve the Company in accordance with the provisions of this Agreement (including without limitation Sections 5.6(vi) and 5.6A hereof) or in connection with the delivery of a Dissolution Notice under Article XII, the Company shall be dissolved upon and liquidated in accordance with the first to occur provisions of any Section 13.1(b) and applicable law.
(b) At the time the Company is dissolved, the business and affairs of the Company shall be wound up and liquidated by a liquidating trustee to be appointed by the Board (the “Liquidator”) as expeditiously as business circumstances will permit in an orderly and [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. business-like manner and in accordance with applicable law. Unless instructed by the Board to distribute assets owned by the Company in kind to the Members (such allocations to be reasonably specified by the Board) after the satisfaction of the items set forth in clauses (i)-(iii) below, to the extent feasible, the assets of the Company shall be sold or otherwise reduced to cash, and distributed, except as otherwise provided by law, in the following eventsorder and priority:
(i) to pay the determination expenses of the Managing Member to dissolve winding-up and liquidation of the Company;
(ii) an order by a court to pay all creditors of competent jurisdiction that the Company be dissolvedCompany, including Members; orand
(iii) to establish reserves, in amounts established by the sale Liquidator, to meet contingent or disposition of all or substantially all unknown liabilities of the Company. The remaining assets of the Company.Company shall be applied and distributed based on the Gross Asset Value of such assets, among the Members in accordance with Section 3.3(c); provided however that in the event of a dissolution or Capital Event prior to the date that is [***] months following execution of this Agreement, distributions, if any, resulting from such dissolution or Capital Event shall first be paid [***]
(bc) Except as expressly provided herein or as otherwise required by At the Act, the Members shall have no power to dissolve termination and dissolution of the Company. Absent any of , neither the events set out in Section 11.2(a) aboveCompany name, nor the right to its use, nor the goodwill, if any, attached thereto or to the Company shall not be dissolved upon any Member becoming bankrupt or executing considered as an assignment asset of the Company, and no valuation shall be put thereon for the benefit purpose of creditors, liquidation or the death, retirement, insanity, resignation, expulsion or dissolution of any Memberdistribution, or any other event that terminates the continued membership of a Member in the Company.
(c) In the event of the dissolution of the Company for any reason, the Managing Member or a liquidating agent or committee appointed by the Managing Member shall act as a liquidating agent (the Managing Member or such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Article 5 and Article 6. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditionspurpose whatsoever.
(d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities Gross Asset Value of the Company assets shall be redetermined in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination dissolution of the Company and the transfer any items of any Company assets.
(e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator Profits and/or Losses resulting therefrom shall be compensated for its services allocated among the Members pursuant to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Managing MemberArticle III.
Appears in 1 contract
Samples: Limited Liability Company Agreement (HUGHES Telematics, Inc.)