Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Magnum Hunter Resources Corp), Limited Liability Company Agreement (Viking International Resources Co., Inc.), Limited Liability Company Agreement (Viking International Resources Co., Inc.)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Member shall take full account of the Company’s 's liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s 's creditors to the extent required by Section 18-804 of the Act.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Keystone Automotive Operations Inc), Limited Liability Company Agreement (Keystone Automotive Operations Inc), Limited Liability Company Agreement (Keystone Automotive Operations Inc)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Membercreditors, and the Member Members shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member Members until such time as the property of the Company has been distributed pursuant to this Section 18 16 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member Members shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 15 hereof, the Member Members shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the MemberMembers, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Norhart Invest LLC), Limited Liability Company Agreement (Norhart Invest LLC), Limited Liability Company Agreement (Norhart Invest LLC)
Distributions Upon Dissolution. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member Member, the Board of Directors, and the Officers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member Member, the Board of Directors, and the Officers until such time as the property of the Company has been distributed pursuant to this Section 18 16 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this AgreementAct. The Member Board of Directors shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Member Board of Directors shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 2 contracts
Samples: Agreement (C2 Utility Contractors LLC), Professional Teleconcepts, Inc.
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and neither the Member nor any Officer shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member and the Officers until such time as the property of the Company has been distributed pursuant to this Section 18 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member Board shall be responsible for overseeing the winding up and dissolution of the Company. If upon dissolution, however, there is no Board, the Member shall designate a Person to oversee the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 hereof, the Member Board (or the Member’s designee, as applicable) shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Pioneer Fishing & Rental Services, LLC), Limited Liability Company Agreement (Pioneer Fishing & Rental Services, LLC)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Rousselot Dubuque Inc.), Limited Liability Company Agreement (Rousselot Dubuque Inc.)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member Board of Managers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 16 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member Board of Managers shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 15 hereof, the Member Board of Managers shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Gen-Probe GTI Diagnostics, Inc.)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member no Manager or Officer shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member Member, the Managers, and the Officers until such time as the property of the Company has been distributed pursuant to this Section 18 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member Board of Managers shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Member Board of Managers shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)
Distributions Upon Dissolution. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member Member, the Board of Directors, and the Officers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member Member, the Board of Directors, and the Officers until such time as the Company has filed articles of dissolution pursuant to the Act, the property of the Company has been distributed pursuant to this Section 18 16 and the Certificate of Formation of the Company has been cancelled pursuant to completely wound up its affairs in accordance with this Agreement and the Act and this AgreementAct. The Member Board of Directors shall be responsible for overseeing the dissolution and winding up and dissolution of the Company. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Member Board of Directors shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 57C-605 of the Act.
Appears in 1 contract
Distributions Upon Dissolution. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member Member, the Board of Directors, and the officers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member Member, the Board of Directors, and the officers until such time as the property of the Company has been distributed pursuant to this Section 18 16 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this AgreementAct. The Member Board of Directors shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Member Board of Directors shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 608.444 of the Act.
Appears in 1 contract
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and and, satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be he applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Viking International Resources Co., Inc.)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member Board shall be responsible for overseeing the winding up and dissolution of the Company. If upon dissolution, however, there is no Board, the Member shall designate a Person to oversee the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Member Board (or the Member’s designee, as applicable) shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Pioneer Fishing & Rental Services, LLC)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member Board shall be responsible for overseeing the winding up and dissolution of the Company. If upon dissolution, however, there is no Board, the Member shall designate a Person to oversee the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 hereof, the Member Board (or the Member’s designee, as applicable) shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 1337 of the Act. 19.
Appears in 1 contract
Samples: Operating Agreement
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member Board shall be responsible for overseeing the winding up and dissolution of the Company. If upon dissolution, however, there is no Board, the Member shall designate a Person to oversee the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 hereof, the Member Board (or the Member’s designee, as applicable) shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 1337 of the Act.
Appears in 1 contract
Samples: Operating Agreement (Pioneer Drilling Services, Ltd.)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 17 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Keystone Automotive Operations Inc)
Distributions Upon Dissolution. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member Member, the Board of Directors, and the Officers shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member Member, the Board of Directors, and the Officers until such time as the Company has filed articles of dissolution pursuant to the Act, the property of the Company has been distributed pursuant to this Section 18 16 and the Certificate of Formation of company has completely wound up its affairs in accordance with this Agreement and the Company has been cancelled pursuant to the Act and this AgreementAct. The Member Board of Directors shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution occurrence of the Company pursuant to an event set forth in Section 17 15 hereof, the Member Board of Directors shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 1857C-6-804 05 of the Act.
Appears in 1 contract
Samples: Operating Agreement (Professional Teleconcepts, Inc.)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; : provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 and the Certificate of Formation of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Viking International Resources Co., Inc.)
Distributions Upon Dissolution. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and the Member, and the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member until such time as the property of the Company has been distributed pursuant to this Section 18 17 and the Certificate Articles of Formation Organization of the Company has been cancelled pursuant to the Act and this Agreement. The Member shall be responsible for overseeing the winding up and dissolution of the Company. Upon the dissolution of the Company pursuant to Section 17 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 1835-804 10 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Keystone Automotive Operations Inc)