Dissolution Procedures Sample Clauses

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 of the Partnership, to liquidate its assets and distribute the proceeds thereof as provided in Section 902(e) 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 of the Partnership, exercising in connection therewith all of the authority of 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 of the assets, liabilities and operations of the Partnership, as, of and through the last day of the month in which the dissolution occurs. (c) Distributions in dissolution may be made in cash or in kind or in 4 combinations thereof. Distributions in kind shall be made subject to reasonable conditions and re­ 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 of all or part of the 0 withhold from distribution for a reasonable time, any assets of the Partnership other than 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 by the General Partner, (d) As expeditiously as possible, the General Partner (or special liquidator) shall distribute the assets of the Partnership in the following order of priority: (i) payment of all liabilities and obligations of die Partnership, other than liabilities or obligations to die Partners, shall be made or provided for, whether by the establishment of such reserves as the General Partner (or special liquidator) shall deem appropriate or otherwise; (ii) payment of all expenses of the liquidation; (iii) the establishment of such reserves as are deemed necessary by the General Xxxxxx (or special liquidator); (iv) payment of any loans or advances made to the Partnership, first by any Limited Partner and then by the General Partner; and (v) to all of the Partners in accordance with their respective Capital...

Dissolution Procedures. In the event of the dissolution of the Company for any reason, the Member shall commence to wind up the affairs of the Company. Upon completion of the payment of all debts and liabilities, payment of all expenses of dissolution and the distribution of any remaining assets to the Member, the Company shall terminate and a Certificate of Cancellation shall be filed with the Secretary of State of Delaware and in any other jurisdiction where such filing is required.

Dissolution Procedures. In the event of dissolution of the Company pursuant to Section 13 of this Agreement or otherwise, the Company name, goodwill or similar intangible assets, together with all other assets of the Company business, shall be sold and distributed in the following order: a. First, to the payment of the debts, liabilities and obligations of the Company (including any loans or advances that may have been made by the Members to the Company) and to the costs and expenses of the liquidation; b. Next, to the establishment of such reserves, if any, deemed reasonably necessary for any contingent or unforeseen debts, liabilities, or obligations of the Company; and c. Next, the balance shall be distributed to the Members as provided in Section 5 above.

Dissolution Procedures. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs. The Managers shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company's liabilities and the property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, the extent sufficient, shall be applied and distributed, subject to any reasonable reserves maintained for contingent or other obligations of the Company, in the following order: (i) First, to the payment and discharge of all of the Company's debts and liabilities to creditors other than Members; (ii) Second, to the payment and discharge of all of the Company's debts and liabilities to Members; and (iii) The balance, if any, to the Members in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods.

Dissolution Procedures. In the event of the dissolution of the LLC, the Managers shall commence to wind up the affairs of the LLC pursuant to the provisions regarding dissolution set forth in the Act.