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.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (Alliant Techsystems Inc), Limited Liability Company Agreement (Alliant Techsystems Inc), Limited Liability Company Agreement (Alliant Techsystems Inc)
Liquidation and Winding Up. If dissolution of the Company should be caused by reason of (i) any of the events set forth in paragraphs (a) or (b) of Section 13.1 12.1 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.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Green Tree Lease Finance 1998-1 LLC), Limited Liability Company Agreement (Conseco Finance Lease 2000-1 LLC), Limited Liability Company Agreement (Green Tree Lease Finance Ii Inc)
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 is dissolved pursuant to Section 13.1 hereof14.1, the Company shall be liquidated and the Person designated at such time by the Board of Managers Directors (or other Person or Persons designated by the Directors by a decree of court) shall wind up the affairs of the Company. The Directors or 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 assets and the property of the Company Assets shall be distributed in the following order of priority:
(a) To creditors to the extent otherwise permitted by law, in satisfaction payment of all debts and liabilities of the Company in the order of priority as provided by law (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 outstanding loans from the Member);
(b) To the establishment of any reserves deemed necessary by the Directors or the Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company;
(c) To the repayment of outstanding loans from the Member to the Company; and;
(cd) The balance, if any, shall be distributed to the MemberMember with respect to the Shares.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Kodiak Oil & Gas (USA) Inc.), Limited Liability Company Agreement (Kodiak Oil & Gas (USA) Inc.)
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 hereof14.1, 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 Managers or other 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 assets and the property of the Company Assets shall be distributed in the following order of priority:
(a) To creditors to the extent otherwise permitted by law, in satisfaction payment of all debts and liabilities of the Company in the order of priority as provided by law (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 outstanding loans from the 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 outstanding loans from the Member to the Company; and
(cd) The balance, if any, to the Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Mosaic Crop Nutrition, LLC), Limited Liability Company Agreement (Mosaic Crop Nutrition, LLC)
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.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Curative Health Services Inc), Limited Liability Company Agreement (Apex Therapeutic Care, Inc.)
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 12.1 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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ATK Space Systems Inc.)
Liquidation and Winding Up. If dissolution of the Company should be is caused by reason of any of the events set forth in paragraphs (a) or (b) of Section 13.1 11.1 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 Board or other 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 assets and the property of the Company Assets shall be distributed in the following order of priority:
(a) To creditors to the extent otherwise permitted by law, in satisfaction payment of all debts and liabilities of the Company in the order of priority as provided by law (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 outstanding loans from a Member);
(b) To the establishment of any reserves deemed necessary by the Board, 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 the a Member to the Company; and
(cd) The balance, if any, to the MemberMembers pro rata in accordance with the provisions of Article 5 hereof.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Interactive Health, Inc.)
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 Directors (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.
Appears in 1 contract
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 If any, to the Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Curative Health Services Inc)
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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Apex Therapeutic Care, Inc.)