Final Liquidation Sample Clauses

Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Managing Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of any Member, his legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in-kind to its Members, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 6.2(b) below. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs. (b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available: (i) First, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company (other than liabilities for distributions to Members); (ii) Second, to the Preferred Members to pay all due but unpaid Preferred Returns, in accordance with Section 3.1(c); and (iii) Thereafter, to the Members pursuant to Section 5.2(b)(ii). (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation. (d) Upon the dissolution and completion of the winding up of the Company, the Board shall file the Certificate of Cancellation with the Delaware Secretary of State in accordance with the Act.
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Final Liquidation. Distributions upon the final liquidation of the Company (as defined in Treas. Reg. § 1.704-1(b)(2)(ii)(g)), as determined by the Managers, shall be paid to the Members in proportion to the number of Units owned by each Member.‌
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Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Members or the legal representative of, or successor to, the Member whose event of withdrawal has resulted in the dissolution may wind up the Company’s affairs. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of any Member, his legal representative or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in kind to its Members, discharge or make provision for discharging its liabilities and distribute its remaining assets as provided in Section 8.2(b) below. The Company shall continue in existence following its dissolution and during its winding up, but shall conduct only that business appropriate to winding up its business affairs and liquidating its assets. (b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution and any cash proceeds from the liquidation of any such assets shall be applied and distributed in the following order, to the extent available and, except as provided below, pro rata within each class: (i) First, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company (other than liabilities for distributions to Members under Section 57C-4-04 of the North Carolina General Statutes);
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Final Liquidation. On the fourth anniversary of the Effective Date, Purchaser shall, and shall cause any developers or agents employed on its behalf to, commence the process of liquidating the remaining Seller Real Estate and the remaining CHP Real Estate. Purchaser shall use all commercially reasonable efforts to sell, transfer or dispose of to an unaffiliated third party all of the Seller Real Estate and the CHP Real Estate no later than the Final Real Estate Payment Calculation Date.
Sample 1
Final Liquidation. Each STEP Party agrees that the payments and assignments set forth in Sections 1(a), 1(b), and 1(c) constitute a final liquidation of all claims relating directly or indirectly to the Required Payment. In particular, if the full $58,500 payment is not made pursuant to Section 1(b), the STEP Parties will have no recourse to the UAHC Parties, and the only recourse that the STEP Parties will have is as against the Gallery pursuant to the Assignment and the Artwork Purchase Agreement attached as Exhibit A to the Assignment, and as against Xxxxxx X. N'Namdi pursuant to his Personal Guaranty attached as Exhibit B to the Assignment. To avoid all doubt, if the full $58,500 is not paid, then the STEP Parties only recourse will be to collect as against the Gallery and Xxxxxx X. N'Namdi, and not to collect as against any UAHC Party. Similarly, if the STEP Parties do not realize $41,500 pursuant to sale of the Residual Artwork pursuant to Section 1(c), the STEP Parties will have no recourse as against any UAHC Party, and the STEP Parties only recourse shall be to appoint another recognized art dealer, subject to UAHC's prior approval, which approval shall not be unreasonably withheld, to sell the Residual Artwork in accordance with Section 1(c).
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Final Liquidation. Assignee agrees that the payments and assignments set forth in Sections 1(a), 1(b), 1(c) and 1(d) of the Settlement Agreement constitute a final liquidation of all claims relating directly or indirectly to the Required Payment. In particular, if the full $58,500 payment is not made pursuant to Section 1(b) of the Settlement Agreement, the STEP Parties (as defined in the Settlement Agreement) will have no recourse to the UAHC Parties (as defined in the Settlement Agreement), and the only recourse that the STEP Parties will have is as against the Gallery pursuant to this Agreement and the Artwork Purchase Agreement attached hereto as Exhibit A, and as against Xxxxxx X. N'Namdi pursuant to his Personal Guaranty attached hereto as Exhibit B. To avoid all doubt, if the full $58,500 is not paid, then the STEP Parties only recourse will be to collect as against the Gallery and Xxxxxx X. N'Namdi, and not to collect as against any UAHC Party. Similarly, if the STEP Parties do not realize $41,500 from the sale of the Residual Artwork pursuant to Section 1(c) of the Settlement Agreement, the STEP Parties will have no recourse as against any UAHC Party, and the STEP Parties only recourse shall be to appoint another recognized art dealer, subject to UAHC's prior approval, which approval shall not be unreasonably withheld, to sell the Residual Artwork in accordance with Section 1(c) of the Settlement Agreement; provided, however, that UAHC shall remain obligated to make the payment provided for in Section 1(d) of the Settlement Agreement (but only from amounts, if any, received from the Tennessee Escrow (as defined in the Reimbursement Agreement)), subject to the conditions and restrictions set forth therein.
Sample 1
Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of the Member, its legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in kind to the Member, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 8.2(b) below. Upon such dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs. (b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available: (i) first to creditors, including the Member, as creditor, to the extent permitted by law, in satisfaction of liabilities of the Company; and (ii) thereafter to the sole Member (c) Upon the dissolution and commencement of winding up of the Company, the Managers shall file Articles of Cancellation with the Delaware Secretary of State.
Sample 1
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Related to Final Liquidation

  • Cash Liquidation 7 Certificate...................................................................7

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Time for Liquidation A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

  • Dissolution and Liquidation (Check One)

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Liquidation The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

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