Common use of Duties and Obligations of Liquidator Clause in Contracts

Duties and Obligations of Liquidator. The matters to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed (as applicable). (b) The liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all costs and expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge of the same, including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine or as other required under the Act. (c) The liquidator may sell any saleable assets of the Company in connection with such liquidation at a public or private sale and at such price and on such terms as the liquidator, in its sole discretion, deems necessary, appropriate or advisable. Any Member or its Affiliate may purchase any of the Company’s Assets at such sale; provided, however, that no Member or its Affiliate may make any such purchase at a private sale, without the prior written consent of the other Members. (d) The liquidator shall distribute all remaining Company Assets to the Members in accordance with Section 11.2.3 by the earlier of (i) the end of the taxable year of the Company during which the liquidation of the Company occurs, and (ii) ninety (90) days after the date of the liquidation.

Duties and Obligations of Liquidator. The matters to be accomplished by the liquidator liquidating trustee are as follows:: 48 (a) As promptly as possible after dissolution and again after final liquidation, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed (as applicable). (b) The liquidator liquidating trustee shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all costs and expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge of the same, including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator liquidating trustee may reasonably determine or as other required under the Act. (c) The liquidator liquidating trustee may sell any saleable assets of the Company in connection with such liquidation at a public or private sale and at such price and on such terms as the liquidatorliquidating trustee, in its sole discretion, deems necessary, appropriate or advisable. Any Member or its Affiliate may purchase any of the Company’s Assets at such sale; provided, however, that no Member or its Affiliate may make any such purchase at a private sale, without the prior written consent of the other Members. (d) The liquidator liquidating trustee shall distribute all remaining Company Assets to the Members in accordance with Section 11.2.3 by the earlier of (i) the end of the taxable year of the Company during which the liquidation of the Company occurs, and (ii) ninety (90) days after the date of the liquidation.

Duties and Obligations of Liquidator. The matters to be accomplished by the liquidator liquidating trustee are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed (as applicable). (b) The liquidator liquidating trustee shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all costs and expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge of the same, including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator liquidating trustee may reasonably determine or as other required under the Act. (c) The liquidator liquidating trustee may sell any saleable assets of the Company in connection with such liquidation at a public or private sale and at such price and on such terms as the liquidatorliquidating trustee, in its sole discretion, deems necessary, appropriate or advisable. Any Member or its Affiliate may purchase any of the Company’s Assets at such sale; provided, however, that no Member or its Affiliate may make any such purchase at a private sale, without the prior written consent of the other Members.54 (d) The liquidator liquidating trustee shall distribute all remaining Company Assets to the Members in accordance with Section 11.2.3 by the earlier of (i) the end of the taxable year of the Company during which the liquidation of the Company occurs, and (ii) ninety (90) days after the date of the liquidation.