Dissolution Procedures. The Education Corporation will:
Dissolution Procedures. Upon dissolution of the Company at the expiration of the Company term or for any other cause set forth in this Agreement:
10.2.1 The affairs of the Company shall be wound up and the Company liquidated by the Managing Member, including the preparation and filing of all documents or instruments necessary to effect the Company’s dissolution, winding up and termination. The Managing Member will take any actions necessary or advisable to liquidate the Company’s assets, including, if determined by the Managing Member, in its sole discretion, the appointment of agents (including the Managing Member and its Affiliates) to assist it in the liquidation process. The Managing Member and any such “liquidation agent” (including the Managing Member or its Affiliates) may receive reasonable compensation, as determined by the Managing Member in its discretion, for the provision of such services, which compensation may be paid out of the remaining assets of the Company.
10.2.2 All items of income, gain and loss (including any gain or loss from liquidation of the Company) for the accounting period in which the Company is finally liquidated shall be allocated among the Members as provided in Article IV.
10.2.3 The net proceeds of winding up shall be distributed in payment of liabilities of the Company in the following order:
(i) first, to creditors of the Company (other than Members);
(ii) second, to creditors of the Company who are Members; and
(iii) third, to the Members, in accordance with the provisions of Article IV.
10.2.4 To the extent permitted by applicable Sanctions Laws and Regulations and other applicable laws and regulations, any net proceeds owed to a Sanctioned Member under Section 10.2.3(iii) shall be paid into the Sanctioned Member’s frozen Funding Account in the name of the Sanctioned Member.
Dissolution Procedures. 12 Article XII Reports And Financial Accounting . . . . . . . . . . . . . . . 13
Dissolution Procedures. Upon dissolution of the Company at the expiration of the Company term or as set forth in Section 11.1:
(a) The affairs of the Company shall be wound up and terminated under the direction of the Manager or the remaining Members in event of the withdrawal of the Manager. All matters relating to the dissolution and liquidation of the Company shall be determined by the Manager, or the remaining Members, as the case may be.
(b) The proceeds of liquidation shall be distributed by the Company in payment of its liabilities in the following order:
(i) to creditors, other than Members, in the order of priority established by law;
(ii) to Members in repayment of loans made to the Company; and (iii) to all the Members in accordance with the positive balances in their Capital Accounts and if any Member's Capital Account has a deficit balance such Member shall not be required to contribute capital to the Company with respect to such deficit balance.
Dissolution Procedures. (a) On dissolution of the Company, the Managers, or, if none, the remaining Members, or, if none, a liquidator selected by the assignees owning more than 50% of the outstanding Member Units, shall immediately commence to wind up the Company's affairs. The holders of the Member Units shall continue to share profits and losses during the period of liquidation in accordance with Article 5 hereof
(b) All distributions shall be made to the Members based upon the allocation of the profit and loss then in effect as provided by paragraph 5.7.
(c) Following the distribution of the assets to the Members and payment of or provision for all debts and liabilities of the Company and all expenses of liquidation, and subject to the right of the Members (or such liquidator) to set up such cash reserves as they decide shall be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds (or other remaining assets) of the Company shall be distributed, in cash or in kind or partly in each, to the Members as provided in Article 5.
(d) Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and its capital contribution thereto and share of profits or losses thereof, and shall have no recourse therefor (upon dissolution or otherwise) against any Manager or any other Member.
(e) Upon the completion of the liquidation of the Company and the distribution of all Company funds and other assets, the Company shall terminate and the Members shall have the authority to obtain Articles of Dissolution of the Company as well as any and all other documents required to effectuate the dissolution and termination of the Company.
Dissolution Procedures. (a) On dissolution of the Partnership, the General Partner (or a special liquidator) shall proceed diligently to wind up the affairs o f the Partnership, to liquidate its assets and distribute the proceeds thereofas provided in Section 902(d) and to cause the cancellation of the Partnership's Certificate of Limited Partnership. During the interim, the General Partner (or special liquidator) shall, to the extent consistent with such liquidation and dissolution, continue to operate the business ofthe Partnership, exercising in connection therewith all of the authority o f the General Partner as set forth in this Agreement, but shall have no further authority to bind the Partnership except to wind up its affairs in compliance herewith, .
(b) On dissolution of the Partnership, the General Partner (or special liquidator) shall make or cause to be made a complete and accurate accounting o f the assets, liabilities and operations o f the Partnership, as, of and through the last day o f the month in which the dissolution occurs.
(c) Distributions in dissolution may be made in cash or in kind or in combinations thereof. Distributions in kind shall be made subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value o f the assets so distributed or to comply with applicable securities laws. The General Partner shall use its best judgment as to the most advantageous time for the Partnership to sell its assets or to make distributions in kind. In this regard, if the General Partner determines that an immediate sale o f all or part of the Partnership's assets would cause undue loss to the Partners, the General Partner, in order to avoidsuch loss, may. after having so notified all ofthe Limited Partners, defer liquidation of. and withhold from distribution for a reasonable time, any assets ofthe Partnership otherthan those necessary to satisfy the Partnership's debts and obligations. Assets to be distributed in kind shall be distributed on the basis of the fair market value thereof as determined bv the General Partner, and any Partner entitled to any interest in such assets shall receive such interest as a tenant-in-common with all other Partners so entitled.
(d) As expeditiously as possible, the General Partner (or special liquidator) shall distribute the assets of the Partnership in the following order o f priority:
(i) payment o f all liabilities and obligations o f the Partnership, other than liabilities or obligations to t...
Dissolution Procedures. 4.1 Following the Dissolution Date, WCW shall take all actions necessary to liquidate and distribute WCA’s financial assets. WCW staff is delegated authority to sign documents on behalf of WCA or take other actions as necessary to effectuate the financial wind-up of the JPA. Specifically, WCW will:
A. Pay all liabilities incurred by or owed by WCA as of the Dissolution Date;
B. Coordinate WCA’s financial audit for all applicable fiscal years;
C. Complete all required tax filings or disclosures with respect to WCA Director compensation for the 2024 calendar year, and any other filing requirements pertaining to state or federal taxes;
D. Close the WCA bank account;
E. Distribute all remaining cash assets to the Parties according to their contributions. An estimated accounting of liabilities and a proposed settlement of surplus funds is attached hereto as Exhibit A. The costs described in Exhibit A are attached as an exemplar only and subject to change based on final reconciliation.
4.2 WCW will file all required notices regarding dissolution of the JPA with the California Secretary of State and Local Area Formation Commission (LAFCO).
4.3 All documents and records of WCA will be transferred to WCW. WCW staff may dispose of any WCA records consistent with WCW’s records retention policy.
Dissolution Procedures. (1) If an event occurs that results in a dissolution of the JV Company, then at the time of such event both Parties shall proceed as promptly as practicable to wind-up the affairs of the JV Company and distribute the assets thereof in accordance with the applicable Japanese Commercial Code; provided, however that the assets of the JV Company shall be liquidated in an orderly and businesslike manner so as not to involve undue sacrifice by the JV Company or either Party. A final accounting shall be settled to the satisfaction for both Parties. As a general rule, the assets of the JV Company shall be sold at the time of dissolution; however some or all of the assets of the JV Company may be retained by the JV Company for distribution to the Parties based on the Parties' consent. The fair market value of any assets retained by the JV Company shall then be determined by the Parties' mutual agreement or by such appraisal procedures to which they shall in good faith agree. Any assets retained for distribution in accordance herewith shall be distributed at an agreed value.
(2) In the event that the liabilities of the JV Company exceed its assets, both Parties shall contribute to the JV Company an amount of the balance of the liabilities over its assets in immediately available funds in accordance with each Party's proportional share in the JV Company.
Dissolution Procedures. 12 12.02. Purchase of Assets Upon Winding-up .................................13 ARTICLE 13: INDEMNIFICATION ................................................13 13.01. Indemnification ....................................................13 13.02. Insurance ..........................................................13
Dissolution Procedures. 1Closing the Partnership
