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.
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Samples: Limited Liability Company Agreement (MN8 Energy, Inc.), Limited Liability Company Agreement (MN8 Energy, Inc.), Limited Liability Company Agreement (MN8 Energy, Inc.)
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 MemberBoard of Directors, including the preparation and filing of all documents or instruments necessary to effect the Company’s dissolution, winding up and termination. The Managing Member Board of Directors will take any actions necessary or advisable to liquidate the Company’s assets, including, if determined by the Managing MemberBoard of Directors, 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 Board of Directors and any such “liquidation agent” (including the Managing Member or its Affiliates) may receive reasonable compensation, as determined by the Managing Member Board of Directors 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.V.
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.
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Samples: Limited Liability Company Agreement (MN8 Energy, Inc.)