Liquidation and Winding Up. In the event of dissolution, the Company shall be wound up and its assets liquidated. In connection with the dissolution and winding up of the Company, the Member or such other person designated by the Member shall proceed with the sale, exchange or liquidation of all of the assets of the Company, and shall conduct only such other activities as are necessary to wind up the Company’s affairs, and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Liquidation and Winding Up. If dissolution of the Company should be caused by reason of any of the events set forth in paragraphs (a) or (b) of Section 13.1 hereof, the Company shall be liquidated and the Person designated at such time by the Board of Managers (or other Person or Persons designated by a decree of court) shall wind up the affairs of the Company. The Person or Persons winding up the affairs of the Company shall promptly proceed to the liquidation of the Company Assets and, in settling the accounts of the Company, the Company Assets shall be distributed in the following order of priority:
(a) 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), other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member;
(b) To the repayment of outstanding loans from the Member to the Company; and
(c) The balance, if any, to the Member.
Liquidation and Winding Up. Upon the occurrence of a Dissolution Event, the Company shall be liquidated and the Management Committee (or other Person designated by the Management Committee or a decree of court) shall wind up the affairs of the Company. In such case, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up the affairs of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of priority:
(a) To the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding loans from a Member or Management Committee Representative);
(b) To the establishment of any reserves deemed necessary by the Management Committee or the Person winding up the affairs of the Company, for any contingent liabilities or obligations of the Company (including those of the Person serving as the liquidator);
(c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and
(d) The balance, if any, to the Members in accordance with Section 5.2 of this Agreement. Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purpose.
Liquidation and Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company shall be liquidated and wound up in accordance with the Act and the following provisions:
(a) The assets, properties and business of the Company shall be liquidated by the Member as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Member not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (b); provided, however, that the fair market value of such properties and assets shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof.
(b) The proceeds of sale of all or substantially all of the properties and assets of the Company and all other properties and assets of the Company not sold, as provided in subsection (a) above, and valued at the fair market value thereof as provided in such subsection (a), shall be applied and distributed as follows, and in the following order or priority:
(i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for;
(ii) Second, to the setting up of any reserves that are reasonably necessary for any contingent unforeseen liabilities or obligations of the Company or of the Member arising out of, or in connection with, the Company; and
(iii) Third, to the Member.
(c) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Delaware by the Member.
Liquidation and Winding Up. If the Company is dissolved pursuant to Section 10.1, the Company shall be liquidated and wound up in accordance with the Act and the following provisions:
(a) The assets, properties and business of the Company shall be liquidated by the Members as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Members not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (c); provided, however, that the fair market value of such properties and assets shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof.
(b) Net Profit or Net Loss of the Company for the year of liquidation shall be credited or charged to the Capital Accounts of the Members in accordance with the allocation provisions set forth in Sections 4.2 and 4.3, respectively.
(c) The proceeds of sale of all or substantially all of the properties and assets of the Company and all other properties and assets of the Company not sold, as provided in subsection (b) above, and valued at the fair market value thereof as provided in such subsection (b), shall be applied and distributed as follows, and in the following order or priority:
(i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for;
(ii) Second, to the setting up of any reserves that are reasonably necessary for any contingent unforeseen liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company;
(iii) Third, the remaining proceeds to the Members in proportion to their Percentage Interests.
(d) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Nevada by the Members.
Liquidation and Winding Up. If the Company is dissolved pursuant to Section 14.1, the Company shall be liquidated and the Managers (or other Person or Persons designated by the Managers or by a decree of court) shall wind up the affairs of the Company. The Managers or other Persons winding up the affairs of the Company shall promptly proceed to the liquidation of the Company and, in settling the accounts of the Company, the assets and the property of the Company shall be distributed in the following order of priority:
(a) To the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding loans from a Member);
(b) To the establishment of any reserves deemed necessary by the Managers or the Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company;
(c) To the repayment of any outstanding loans from Members to the Company, pro rata in proportion to the amounts owed to such Members; and
(d) The balance, if any, to the Members pro rata in accordance with the positive Capital Account balances of the Members, after giving effect to all contributions, distributions, and allocations for all periods.
Liquidation and Winding Up. 8.3.1 If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the General Partner, if it is not then a Terminated Partner (or, if the General Partner is a Terminated Partner, the Limited Partner) (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3, the "Liquidator") shall commence to wind up the affairs of the Partnership and to liquidate and sell its assets as reasonably Approved by the Partners other than Terminated Partners as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter into. No Liquidator who is a Partner shall be paid any compensation or fee for conducting the liquidation of the Partnership.
8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. The holders of interests in the Partnership shall continue to share income and losses during the period of liquidation in accordance with Article 4.
8.3.3 If a Partner or an Affiliate of a Partner desires to purchase any of the Partnership's remaining assets, the price, terms and conditions of such purchase shall be subject to the Approval of the Partners.
8.3.4 Except as expressly provided in this Article 8, any Liquidator which is not a Partner shall have and may exercise all of the powers conferred upon a General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including Approval of the Partners to the extent required), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the liquidation period.
Liquidation and Winding Up. 9 9.4 Survival of Rights, Duties and Obligations.................10
Liquidation and Winding Up. If dissolution of the Company should be caused by reason of any of the events set forth in paragraphs (a) or (b) of Section 13.1 hereof, the Company shall be liquidated and the Person designated at such time by the Board of Managers (or other Person or Persons designated by a decree of court) shall wind up the affairs of
Liquidation and Winding Up. If the Partnership is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the General Partner, if it is not then a Terminated Partner (or, if the General Partner is a Terminated Partner, the Limited Partner) (the Partner who is not a Terminated Partner, or any other Person empowered to liquidate the Partnership under this Section 8.3, the "Liquidator") shall commence to wind up the affairs of the Partnership and to liquidate and sell its assets as reasonably Approved by the Partners other than Terminated Partners as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Partners other than Terminated Partners. Any Liquidator other than the Partners shall have sufficient business expertise and competence to conduct the winding up and termination of the business of the Partnership as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Partnership may thereafter enter into. No Liquidator who is a Partner shall be paid any compensation or fee for conducting the liquidation of the Partnership.
