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Common use of Liquidation and Distribution of Assets Clause in Contracts

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the remaining Member(s), or court-appointed trustee, if there are no remaining Members, 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 therefor, 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 Members who are creditors, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Members in satisfaction of any Member Loans which have not been satisfied pursuant to Section 8.2(b)(i); and (iii) To the Members in accordance with Section 3. Notwithstanding anything in Section 4 hereof to the contrary, any Profits, Losses and items thereof of the Company for the taxable year in which the liquidation of the Company occurs shall be allocated among the Members so as to adjust the Capital Accounts of the Members as closely as possible to distributions of such liquidation proceeds pursuant to the priorities set forth in this Section 8.

Appears in 5 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 remaining Member(s), or court-appointed trustee, if there are no remaining Members, Managing Member shall take full account of the Company’s liabilities and assets, and, subject in all respects to Major Decisions, the Approved Budget and the other provisions of this Agreement, 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 6.1 hereof. The proceeds from liquidation of the Company’s propertyCompany Assets, to the extent sufficient therefor, shall be applied combined and distributed in the following order: (i) To first, to the payment expenses of liquidation and discharge of all the debts of the Company’s , other than the debts and liabilities, including those to Members who are creditors, owing to the extent permitted by lawMembers, and the establishment of any necessary reservesbut including Member Loans; (ii) To second, to the Members in satisfaction establishment of any reserve which the Managing Member Loans which have not been satisfied pursuant to Section 8.2(b)(i); andmay deem necessary for any contingent or unforeseen liabilities and other obligations of the Company arising out of or in conjunction with the Company’s affairs; (iii) To third, to such debts and/or compensation as are owing by the Members Company to the Members; (iv) fourth, in accordance with Section 3. Notwithstanding anything in Section 4 hereof to the contrary, any Profits, Losses and items thereof of the Company for the taxable year in which the liquidation of the Company occurs shall be allocated among the Members so as to adjust the Capital Accounts of the Members as closely as possible to distributions of such liquidation proceeds pursuant to the priorities set forth in this Section 83.1.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rouse Properties, Inc.)