Common use of Liquidation and Winding Up Clause in Contracts

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 9.17.1, the Company shall be liquidated and wound up in accordance with the Act and the following provisions: (a) The financial officers of the Company shall be directed to prepare a balance sheet, income statement and statement of cash flows of the Company in accordance with GAAP as of the date of dissolution and for the period ended on such date, which balance sheet shall be reported upon by the Company's independent public accountants. (b) The assets, properties and business of the Company shall be liquidated by the Managing 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 Managing 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 (bc); providedPROVIDED, howeverHOWEVER, that the fair market value Fair Market Value of such properties and assets assets, as determined in good faith by the Managing Member, 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. (bc) 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 (ab) above, and valued at the fair market value Fair Market Value thereof as provided in such subsection (ab), shall be applied and distributed as follows, and in the following order or priority: (i) FirstFIRST, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for; (ii) SecondSECOND, 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) ThirdTHEREAFTER, to the Member. (cd) 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 9.17.1, the Company shall be liquidated and wound up in accordance with the Act and the following provisions: (a) The financial officers of the Company shall be directed to prepare a balance sheet, income statement and statement of cash flows of the Company in accordance with GAAP as of the date of dissolution and for the period ended on such date, which balance sheet shall be reported upon by the Company's independent public accountants. (b) The assets, properties and business of the Company shall be liquidated by the Managing 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 Managing 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 (bc); provided, however, that the fair market value Fair Market Value of such properties and assets assets, as determined in good faith by the Managing Member, 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. (bc) 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 (ab) above, and valued at the fair market value Fair Market Value thereof as provided in such subsection (ab), 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 pro vided 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) ThirdThereafter, to the Member. (cd) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Delaware by the MemberMembers.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 9.110.1, 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 9.110.1, 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 9.17.1, the Company shall be liquidated and wound up in accordance with the Act and the following provisions: (a) The financial officers of the Company shall be directed to prepare a balance sheet, income statement and statement of cash flows of the Company in accordance with GAAP as of the date of dissolution and for the period ended on such date, which balance sheet shall be reported upon by the Company's independent public accountants. (b) The assets, properties and business of the Company shall be liquidated by the Managing 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 Managing 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 (bc); provided, however, that the fair market value Fair Market Value of such properties and assets assets, as determined in good faith by the Managing Member, 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. (bc) 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 (ab) above, and valued at the fair market value Fair Market Value thereof as provided in such subsection (ab), 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) ThirdThereafter, to the Member. (cd) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Delaware by the MemberMembers.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 9.16.2, the Company shall be liquidated and wound up in accordance with the Act and the following provisions:; (a) The financial officers of the Company shall be directed to prepare a balance sheet of the Company in accordance with generally accepted accounting principles as of the date of dissolution, which balance sheet shall be reported upon by the Company’s independent public accountants. (b) 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 (bSection 6.3(c); provided, however, provided 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. (bc) 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) aboveSection 6.3(b), and valued at the fair market value thereof as provided in such subsection (aSection 6.3(b), shall be applied and distributed as follows, and in the following order or priority: (i) Firstfirst, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for;, (ii) Secondsecond, 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) Thirdthird, the remaining proceeds to the Member. (cd) A Certificate certificate of Cancellation cancellation of the Company, as required by law, shall be filed with the Secretary of State of the State of Delaware by the Memberfiled.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 9.18.1, the Company shall be he 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 and the expenses of the Member arising out of, or in connection with, the Company; andliquidation not otherwise adequately provided for; (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 9.16.2, the Company shall be liquidated and wound up in accordance with the Act and the following provisions: (a) The financial officers of the Company shall be directed to prepare a balance sheet of the Company in accordance with generally accepted accounting principles as of the date of dissolution, which balance sheet shall be reported upon by the Company's independent public accountants. (b) The assets, properties and business of the Company shall be liquidated by the Member Executive Committee 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 Executive Committee 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 (bSection 6.3(d); provided, however, provided that the fair market value (as determined pursuant to Section 3.8) 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. (bc) Net Income 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 Section 2.4. (d) 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) aboveSection 6.3(b), and valued at the fair market value thereof as provided in such subsection (aSection 6.3(b), shall be applied and distributed as follows, and in the following order or priority: (i) Firstfirst, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for; (ii) Secondnext, 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 Members arising out of, or in connection with, the Company; and (iii) Thirdnext, according to the Memberprovisions of Section 6.6. (ce) A Certificate certificate of Cancellation cancellation of the Company, as required by law, shall be filed with the Secretary of State of the State of Delaware by the Memberfiled.