Common use of Liquidation and Distribution of Assets Clause in Contracts

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

Appears in 36 contracts

Samples: Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.)

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Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient thereforetherefor, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

Appears in 31 contracts

Samples: Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.)

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, Manager shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof5. The proceeds from liquidation of the Company’s property, to the extent sufficient thereforetherefor, shall be applied and distributed in the following orderorder of priority: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by lawMembers who are creditors, and including the establishment of any necessary reserves; (ii) To the Member Members in satisfaction of any Member Loans and/or Additional Member Loans which have not been satisfied pursuant to Section 7.2(b)(i9.2(c)(i); and (iii) To the Member Members in accordance with Section 3.

Appears in 1 contract

Samples: Operating Agreement (Columbia Equity Trust, Inc.)

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Member, Member (or court-appointed trustee, trustee if there is no remaining Member), shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereofabove. The proceeds from liquidation of the Company’s property, to the extent sufficient thereforetherefor, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, liabilities (including those to the Member as a creditor, to the extent permitted by law, ) and the establishment of any necessary reserves;; and (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3Member.

Appears in 1 contract

Samples: Operating Agreement (Environtech Inc.)

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Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Member, or courtCourt-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

Appears in 1 contract

Samples: Operating Agreement (Environtech Inc.)

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient thereforetherefor, shall be applied and distributed in the following order: (i) To the payment and discharge of and the establishment of any necessary reserves for all of the Company’s debts and liabilities, including known and unknown claims in accordance with Sections 00-00-000 and 00-00-000 of the Act, and further including those debts and liabilities to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

Appears in 1 contract

Samples: Operating Agreement (Environtech Inc.)

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