Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

Appears in 16 contracts

Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

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Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

Appears in 16 contracts

Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable. 1.4.14.1 [Gearing Holdings LLC Agreements.pdf] [Page 3 of 6]

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernberg Industries, LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed procced diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable. 1.4.6.1 [HHI LLC Agreements.pdf] [Page 3 of 6]

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernberg Industries, LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable. 1.4.15.1 [Hephaestus Holdings LLC Agreements.pdf] [Page 3 of 6]

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernberg Industries, LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind Wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

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Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable. 1.4.11.1 [Bearing Holdings LLC Agreements.pdf] [Page 3 of 6]

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernberg Industries, LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable. 1.4.10.1 [HHI FormTech Holdings LLC Agreements.pdf] [Page 3 of 6]

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernberg Industries, LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent Contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order: (a) first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and (b) second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable. 1.4.7.1 [Forging Holdings LLC Agreements.pdf] [Page 3 of 6]

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jernberg Industries, LLC)

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