Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 30 contracts
Samples: Limited Liability Company Agreement (EnLink Midstream, LLC), Limited Liability Company Agreement (Hartree Bulk Storage, LLC), Limited Liability Company Agreement (Sprague Resources LP)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.310.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 13 contracts
Samples: Limited Liability Company Agreement (EQM Midstream Partners, LP), Limited Liability Company Agreement (EQGP Holdings, LP), Limited Liability Company Agreement
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.38.3(c), and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 11 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (CVR Partners, Lp), Limited Liability Company Agreement (Rentech Nitrogen Partners, L.P.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall will take such actions as may be required pursuant to the Act and shall will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to may liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company Agreement (E. Marcellus Asset Company, LLC)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall will take such actions as may be required pursuant to the Act and shall will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.39.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Inergy Pipeline East, LLC), Limited Liability Company Agreement (Inergy Pipeline East, LLC), Limited Liability Company Agreement (Inergy Pipeline East, LLC)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.39.03, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (EnLink Midstream, LLC), Limited Liability Company Agreement (EnLink Midstream Partners, LP), Limited Liability Company Agreement (EnLink Midstream Partners, LP)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall will take such actions as may be required pursuant to the Act and shall will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to may liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining the fair market value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.310.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (GIC Private LTD), Limited Liability Company Agreement (Enagas U.S.A. LLC), Limited Liability Company Agreement (Tallgrass Energy, LP)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Board shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Board shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.38.03, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Agreement and Plan of Merger (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall Board of Directors will take such actions as may be required pursuant to the Act and shall will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall Board of Directors will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.39.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws Applicable Laws for the purpose of winding up and liquidationliquidating.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Alliance Holdings GP, L.P.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.39.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Inergy Midstream, LLC), Limited Liability Company Agreement (Inergy Pipeline East, LLC), Limited Liability Company Agreement (Inergy Pipeline East, LLC)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Oasis Midstream Partners LP), Contribution and Simplification Agreement (Oasis Midstream Partners LP), Contribution and Simplification Agreement (Oasis Petroleum Inc.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.36.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 3 contracts
Samples: Operating Agreement, Operating Agreement (Inergy Pipeline East, LLC), Operating Agreement (Inergy Pipeline East, LLC)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall will take such actions as may be required pursuant to the Act and shall will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to may liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining the fair market value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws Applicable Laws for the purpose of winding up and liquidation.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Williams Companies Inc), Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Agreement and Plan of Merger
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall will take such actions as may be required pursuant to the Act and shall will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to may liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining the fair market value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.310.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Tallgrass Energy Partners, LP), Limited Liability Company Agreement (Tallgrass Energy Partners, LP)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Board shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Board shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.38.3(b), and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (BreitBurn Energy Partners L.P.), Limited Liability Company Agreement (BreitBurn Energy Partners L.P.), Limited Liability Company Agreement (BreitBurn Energy Partners L.P.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.35.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Rentech Nitrogen Pasadena Holdings, LLC), Limited Liability Company Agreement (Rentech Nitrogen Pasadena Holdings, LLC), Limited Liability Company Agreement (Rentech Nitrogen Partners, L.P.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.37.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Inergy L P), Limited Liability Company Agreement (Inergy L P)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Members shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member a Majority in Interest shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining a fair and reasonable value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.310.3 below, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.. 10.3
Appears in 2 contracts
Samples: Operating Agreement (First American Capital Corp /Ks), Operating Agreement (First American Capital Corp /Ks)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.38.3(c), and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.. Section 8.3
Appears in 2 contracts
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Managing Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Managing Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.38.03, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Limited Liability Company Agreement (Penn Virginia Resource Partners L P)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, AHD, as the Sole Member sole member, shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member AHD shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.38.3(c), and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Atlas Energy, L.P.), Limited Liability Company Agreement (Atlas Pipeline Holdings, L.P.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Managers shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Managers shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining a fair market value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.315.3 below, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 2 contracts
Samples: Operating Agreement (Land O Lakes Inc), Limited Liability Company Agreement (Land O Lakes Inc)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Board of Directors shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Board of Directors shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.36.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 2 contracts
Samples: Operating Agreement (Interstate Bakeries Corp/De/), Limited Liability Company Agreement (Interstate Bakeries Corp/De/)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Managers shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Managers shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair market value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Samples: Operating Agreement
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Managing Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Managing Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.311.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Oasis Midstream Partners LP)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.34.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Members shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Members shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and any other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member surviving Members shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such the winding upup of the Company, the Sole Member Members shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.39.4 hereof, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cenex Harvest States Cooperatives)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.37.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Crestwood Equity Partners LP)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall Board of Directors will take such actions as may be required pursuant to the Act and shall will proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall Board of Directors will have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value Fair Value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.310.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws Applicable Laws for the purpose of winding up and liquidationliquidating.
Appears in 1 contract
Samples: Limited Liability Company Agreement (K-Sea GP Holdings LP)
Effect of Dissolution. Except as Unless otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Board of Managers shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Board of Managers shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.35(d), and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation. Upon completion of the winding up of the Company, the Board of Managers shall make all necessary filings required by the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (SK Ecoplant Co., Ltd.)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Managing Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Managing Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefortherefore, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.311.3 hereof, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Badlands Power Fuels, LLC)
Effect of Dissolution. Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member Manager shall take such reasonable actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member Manager shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining a fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.38.3 below, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.
Appears in 1 contract
Samples: Members Agreement (Optigenex Inc.)
