Dissolution Procedure. Except as otherwise provided by the Act and unless the Company is continued pursuant to Section 12.2, upon the occurrence of a Dissolution Event, no further business shall be done in the name of or on behalf of the Company except insofar as may be necessary to wind up the business of the Company and distribute its assets to the Members or their successors in interest, and the Company shall execute and file a certificate of cancellation as required by the Act. Upon dissolution and termination of the Company, except as otherwise provided in any valid business continuation agreement and by applicable law, the Company's assets shall be applied in the following order:
(a) To creditors, including Members or the Officer who are 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) other than liabilities for which reasonable provision for payment has been made;
(b) Next, to the setting up of any reserves deemed reasonably necessary by the Officer for (i) any contingent, conditional or unmatured claims or obligations of the Company known to the Company; and (ii) all claims and obligations which are known to the Company but for which the identity of the claimant is unknown; and
(c) Next, to the Members first in accordance with their respective Capital Account balances, and second respecting their interests in the Company, in the proportions in which Members share in Distributions pursuant to Section 4.5 of this Agreement. For purpose of determining the rights of Members to Distributions in dissolution, in the event of a distribution of property in kind, such property shall be assumed to have been sold at its fair market value, as determined by the Officer, with any gain or loss allocated to the Members in accordance with Article 4. If a Member is indebted to the Company, the Company shall, if possible, offset such indebtedness to satisfy its obligation to make a Distribution in dissolution to said indebted Member rather than distribute a portion of said indebtedness to the other Members.
Dissolution Procedure. (a) Winding Up, Liquidation, and Distribution of Assets. Upon dissolution, Manager shall immediately proceed to wind up the affairs of the Company. The Manager shall:
(i) Sell or otherwise liquidate all of the Company's assets as promptly as practicable, except to the extent the Members may determine to distribute any assets in kind, in which case (if the Company owns real estate) the Manager may make distributions of the property to the Members in-kind (as tenants in common) to facilitate tax planning or structuring purposes to allow the Members to attempt to structure a so- called 1031 tax-deferred sale;
(ii) Allocate any Profit or Loss resulting from such sale and/or liquidation to the Member's Capital Accounts in accordance with Article 5;
(iii) Discharge all liabilities of the Company, including liabilities to Members who may be creditors, to the extent otherwise permitted by law and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company in connection with the dissolution of the Company;
(iv) Distribute the remaining assets to the Members in accordance with applicable provisions of Article 5.
Dissolution Procedure. (a) Subject to Section 8.4(g), at any time after the seventh anniversary of the Closing, either set of Related Partners (the “Triggering Partners”) may, at their option, elect to initiate the Dissolution Procedure set forth in this Section 8.4 (the “Dissolution Procedure”). In such event, the Triggering Partners shall notify the other Partners (the “Non-Triggering Partners”) in writing of their intention to initiate the Dissolution Procedure (the “Dissolution Notice”).
(b) Upon receipt of a Dissolution Notice, the Non-Triggering Partners may elect to either:
(i) divide the assets and liabilities of the Partnership into two pools in accordance with the guidelines set forth in Section 8.4(c) (each, an “Asset Pool”), in which case the Non-Triggering Partners shall be referred to as the “Dividing Partners” and the Triggering Partners shall be referred to as the “Selecting Partners”; or
(ii) cause the Triggering Partners to (A) divide the assets and liabilities of the Partnership into two Asset Pools, in which case the Triggering Partners shall be referred to as the “Dividing Partners” and the Non-Triggering Partners shall be referred to as the “Selecting Partners,” and (B) deliver to the Non-Triggering Partners the Triggering Partners’ determination of the Stated Value. The failure of the Non-Triggering Partners to notify the Triggering Partners of their election pursuant to this Section 8.4(b) within ninety days of receipt of the Dissolution Notice shall be deemed to be an election by the Non-Triggering Partners described in clause (i) of the first sentence.
(c) Within ninety days after the election or deemed election described in Section 8.4(b) or the election described in Section 7.4(b)(iii), the Dividing Partners shall deliver to the Selecting Partners a notice (the “Selection Notice”) setting forth in reasonable detail the composition of the two Assets Pools created in accordance with this Section 8.4(c) and to be distributed in accordance with Section 8.4(e), and, in the case of an election made pursuant to clause (ii) of Section 8.4(b), the Dividing Partners’ determination of the Stated Value. The Asset Pools to be established by the Dividing Partners pursuant to this Section 8.4(c) (i) shall have equivalent net Fair Market Values and (ii) shall each contain, subject to the next sentence and the proviso to this sentence, approximately 50% of the Partnership’s assets and 50% of the Partnership’s liabilities, in each case as reasonably determined in good ...
Dissolution Procedure. The procedure to be followed after the occurrence of one of the events causing dissolution shall be as follows:
(a) all Company assets shall be liquidated;
(b) then all outstanding debts, expenses and liabilities to third party creditors of the Company shall be paid in the order of priority provided by applicable law;
(c) then any remaining funds shall be paid to the Members in accordance with their respective Membership Interests; and
(d) then the Company shall execute a Certificate of Cancellation which shall be filed in the office of the Delaware Secretary of State as provided by the Act, and the Members shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution and termination of the Company.
Dissolution Procedure. The Company shall be terminated after the dissolution described in Section 13.1, in which event the Management Committee shall promptly wind up the affairs of the Company, liquidate and discharge all debts and liabilities of the Company and distribute all assets in accordance with this Agreement and the Act.
Dissolution Procedure. (a) Upon dissolution of the Company, the Operator shall promptly wind up the affairs of the Company, liquidate and discharge or provide for all debts and liabilities of the Company and distribute the remaining assets in accordance with the Act and this Agreement. The Operator shall use reasonable efforts to complete the winding up within one (1) year of dissolution.
(b) If assets are distributed in kind to the Members after approval thereof by the Board, all assets shall be valued at their then fair market value as determined by the Board in accordance with Section 2.3(i), and the Members’ Capital Accounts shall be adjusted accordingly, as provided for in the Sec. 704(b) Regulations. This fair market value shall be used for purposes of determining the amount of any distribution to a Member pursuant to Section 8.5.
Dissolution Procedure. Upon dissolution of the Company, the Managers shall promptly wind up the affairs of the Company, liquidate and discharge all debts and liabilities of the Company, and distribute all assets in accordance with the Act and this Agreement. If assets are distributed in kind to the Members, all assets shall be valued at their then fair market value as determined by the Managers, and the Members’ capital accounts shall be adjusted accordingly, as provided for in the 704(b) Regulations. This fair market value shall be used for purposes of determining the amount of any distribution to a Member pursuant to Section
Dissolution Procedure. In the event of dissolution, then, to the extent lawful, the following procedures shall be followed unless otherwise provided herein to the contrary:
(a) If the dissolution is under or pursuant or subject to the consequences of Article 15.1, of this Agreement.
(i) The Winding-up party shall proceed with reasonable promptness to wind up and liquidate the business of the Partnership;
(ii) All debts and liabilities of the Partnership shall be discharged. Any partner with a negative capital account balance shall be required to restore such account to zero. After these adjustments, the remaining assets shall be distributed in cash or partly in kind to the Partners or their representatives in accordance with their positive capital account balances, as set forth in Treas. Reg.§1.704-1 (b) (2) (ii) (b) (2), or any successor regulation;
(iii) If such assets and/or the proceeds of the sale of such assets are insufficient to pay any debt or liability of the Partnership each Partner shall contribute a proportionate share of the cash necessary to satisfy such debt or liability according to its Ownership Interest; and
(iv) If the dissolution is under or pursuant or subject to the consequences of Article 15.1 of this Agreement, and if the non-defaulting Party is SPACE, then SPACE shall have the first option to take ownership of the Zeolite/Catalyst Plant. Otherwise PQ shall have the first right to take ownership of the Zeolite/Catalyst Plant.
Dissolution Procedure. (a) Upon dissolution of the Company, the Operator shall promptly wind up the affairs of the Company, liquidate and discharge or provide for all debts and liabilities of the Company and distribute the remaining assets in accordance with the Act and this Agreement. The Operator shall use reasonable efforts to complete the winding up within one (1) year of dissolution; provided, however, that the Company shall either (i) retain cash in an amount agreed by the Members as reasonably necessary to cover the costs and expenses of a future audit and/or litigation regarding tax matters of the Company, including any anticipated costs and expenses required to be paid under Section 9.1(a) by the Company; or (ii) provide for the payment of the costs and expenses referenced in clause (i) in a manner agreed by the Members acting in good faith.
(b) If assets are distributed in kind to the Members after approval thereof by the Committee, all assets shall be valued at their then fair market value as determined by the Committee in accordance with Section 2.3(h), and the Members’ Capital Accounts shall be adjusted accordingly, as provided for in the Sec. 704(b) Regulations. This fair market value shall be used for purposes of determining the amount of any distribution to a Member pursuant to Section 8.5.
Dissolution Procedure. 16.2.1 Upon the occurrence of an Event of Dissolution and following the delivery of a written request from one Party to the others, the Parties shall act in good faith, take all the necessary actions, submit all the necessary filings and fully cooperate for the purpose of dissolving and liquidating the Company.
16.2.2 The Chairman of the Board shall convene a Board meeting within 30 (thirty) of the occurrence of any Event of Dissolution. The Directors of the Company shall attend the meeting in person or by proxy. After the approval of the dissolution of the Company by the Board and upon approval of the dissolution of the Company by the relevant Chinese authorities, the dissolution and liquidation of the Company shall be handled in accordance with Article 17 hereof.
