Liquidation and Distribution Procedure Sample Clauses

Liquidation and Distribution Procedure. 20 Section 5.03
Sample 1
Liquidation and Distribution Procedure. (a) Effective upon the deposit in escrow of the documents of transfer and the purchase price pursuant to Section 5.03, at the election of the purchasing Venturer, the Venture shall be deemed dissolved. In such event the Venture's business and affairs shall be wound up, its just debts and obligations paid and its remaining assets, if any, distributed to the remaining Venturers in accordance with Section 4.05(d). (b) In the event of a liquidation and dissolution as a result of the occurrence of an Event of Dissolution pursuant to Section 5.07 hereof or a default pursuant to Section 5.08 hereof, the Withdrawing Venturer or the Defaulting Venturer, as the case may be, shall have no power or authority to bind the Venture or the other Venturer but shall assist the remaining Venturer in the dissolution and winding up of the Venture and the distribution of the assets thereof. Upon such distribution and winding up, the parties hereto shall be relieved of all obligations hereunder except for obligations, duties or rights which have not been determined or ascertained as of the date of such termination and for rights or remedies which a Non-Defaulting Venturer may have against a Defaulting Venturer in law or equity. The winding up of the Venture and the termination of the business and affairs of the Venture shall be conducted by the remaining Venturer. During the period of such winding up, the business and affairs of the Venture shall be conducted so as to maintain and preserve the assets of the Venture in a manner consistent with the winding up of the affairs thereof.
Sample 1
Liquidation and Distribution Procedure. (a) Upon the dissolution of the Partnership, the General Partners shall cause the Partnership to wind up the business and affairs of the Partnership, to pay all just debts and obligations of the Partnership and to distribute the assets of the Partnership in accordance with this Section 12.3. The expenses of liquidation shall be expenses of the Partnership. Upon completion of any such distribution and winding up, the parties hereto shall be relieved of all obligations hereunder except for obligations, duties or rights which have not been determined or ascertained as of the date of such termination and for rights or remedies which a Non-Defaulting Partner may have against a Defaulting Partner at law or in equity. During the period of such winding up, the business and affairs of the Partnership shall be conducted so as to preserve the assets of the Partnership in a manner consistent with the winding up of the affairs thereof. (b) In the event of a liquidation and distribution as a result of the occurrence of an Event of Default pursuant to Article XI hereof, the Defaulting Partner shall have no power or authority to bind the Partnership or Partners or to participate in any decisions pertaining to the liquidation and winding up of the Partnership, but shall assist the other Partners in the dissolution and winding up of the Partnership and the distribution of the assets hereof. The Non-Defaulting Partners shall have the unilateral right to continue or to terminate, in whole or in part, any Development Agreement between the Defaulting Partner and the Partnership. (c) The assets of the Partnership shall be applied or distributed in liquidation in the following order of priority (giving effect to repayment of Contribution Loans pursuant to Section 3.4(c) hereof): (i) In payment of debts and obligations of the Partnership to third parties and to the establishment of such capital reserves as may be Approved by the Partners; (ii) In repayment of any loans, plus accrued interest thereon, made to the Partnership by the Partners (including Optional Loans in the priorities set forth in, and otherwise in accordance with the provisions of, Section 3.3 hereof); and (iii) Then to the Partners in accordance with the provisions of Section 4.9 hereof. (d) Upon dissolution, every reasonable effort shall be made to dispose of the Partnership's assets so that distributions may be made to the Partners in cash. If, upon termination of the Partnership, the Partnership shall neverthel...
Sample 1
Liquidation and Distribution Procedure. In the event of any liquidation and distribution as a result of the termination of the Partnership, the assets of the Partnership shall be distributed in accordance with the provisions of the XXXX Law of the Companies except as otherwise provided herein.
Sample 1
Liquidation and Distribution Procedure. In the event of any -------------------------------------- liquidation and distribution as a result of the termination of the Partnership, the assets of the Partnership after payment of or provision for all just debts of the Partnership shall be distributed in accordance with the provisions of the West Virginia Uniform Partnership Act except as otherwise provided herein.
Sample 1
Liquidation and Distribution Procedure. In the event of a liquidation and dissolution as a result of the occurrence of an Event of Dissolution pursuant to Section 5.03 hereof or a default pursuant to Section 5.04 hereof, the Withdrawing Venturer or the Defaulting Venturer, as the case may be, shall have no power or authority to bind the Venture or the other Venturers but shall assist the remaining Venturers in the dissolution and winding up of the Venture and the distribution of the assets thereof. Upon such distribution and winding up, the parties hereto shall be relieved of all obligations hereunder except for obligations, duties or rights which have not been determined or ascertained as of the date of such termination and for rights or remedies which a Non-Defaulting Venturer may have against a Defaulting Venturer in law or equity. The winding up of the Venture and the termination of the business and affairs of the Venture shall be conducted by the remaining Venturers. During the period of such winding up, the business and affairs of the Venture shall be conducted so as to maintain and preserve the assets of the Venture in a manner consistent with the winding up of the affairs thereof.
Sample 1
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Related to Liquidation and Distribution Procedure

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • 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.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Notification and Distribution of Materials The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Printing and Distribution of Agreement The Medical Center and the Association shall equally share expenses for the printing of an adequate supply of copies of this Agreement. The Medical Center will make available a suitable number of copies of the Agreement on each nursing unit following the Association’s delivery of the printed copies to the Medical Center.

  • Printing and Distribution The School District will, at its own expense, print sufficient copies of this Agreement for present and new employees.

  • 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.

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