Common use of Liquidation and Winding Up Clause in Contracts

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 upon dissolution of the Company Venture, the -------------------------- business of the Venture is dissolved not continued pursuant to the terms of Article XII or Section 10.113.1 (if Paddlewheels and any Affiliate thereof elect not to acquire JV Interests pursuant to such Section), the Company Venture shall be liquidated and wound HCS I (or other person or persons designated by a decree of a court with proper jurisdiction) shall wind up the affairs of the Venture. HCS I or other persons winding up the affairs of the Venture shall promptly proceed to the liquidation of the Venture and, in accordance with settling the Act accounts of the Venture, the assets and the property of the Venture shall be distributed in the following provisionsorder of priority: (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 Venture in the expenses order of liquidation not otherwise adequately priority as provided forby law (including outstanding loans from a Venturer); (iib) Second, to the setting up establishment of any reserves that are reasonably deemed necessary by HCS I or the person winding up the affairs of the Venture for any contingent unforeseen liabilities or obligations of the Company or of the Members arising out of, or in connection with, the CompanyVenture; (iiic) Third, the remaining proceeds payment to each Venturer on a pro rata basis an amount equal to the Members in proportion to their Percentage Interests.aggregate amount of initial and Subsequent Capital Contributions made by each Venturer; and (d) A Certificate of Cancellation the balance, if any, distributed to the Venturers (including Paddlewheels and any Affiliate thereof) pro rata in accordance with such Venturers' Residual Ownership Ratios; provided, however, that Paddlewheels or any Affiliate thereof shall not be filed with the Secretary of State entitled to any distribution whatsoever pursuant to this Section 14.3(d) if such party has been, or has a right to be, paid an amount equal to 10% of the State Net Realized Value in accordance with Section 10.5 of Nevada by the Membersthis Agreement.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 10.17.1, 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 of the Company as of the date of dissolution in accordance with generally accepted accounting principles, 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 Members Management Committee as promptly as possible, but provided that such liquidation is carried out in an orderly and businesslike manner so as to maximize value and not to involve undue sacrifice, and in any event within one year from the date of the dissolution event. Notwithstanding the foregoing, if it is determined by the Members Management Committee reasonably determines 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 (cd); provided, however, that the fair market value of such properties and assets (as reasonably determined by the Management Committee in good faith, unless BF Acquisition requests an appraisal and at the time of such request, BF Acquisition is a Member of the Company and the BF Minimum Ownership Condition is satisfied, in which case the fair market value of such properties and assets shall be determined by an Independent Appraiser, which determination, in either case, shall be binding and conclusive on the parties) 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. The fees and expenses of such Independent Appraiser shall be borne by the Company. (bc) Net Profit Income or Net Loss of the Company for the year year(s) 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, respectivelySection 2.4. (cd) 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 IX, L.L.C. is dissolved pursuant to Section 10.1dissolved, the Company IX, L.L.C. shall be liquidated and wound up in accordance with the Act and the following provisions: (a) The financial officers of IX, L.L.C. shall be directed to prepare a balance sheet, income statement and statement of cash flows of IX, L.L.C. 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 IX, L.L.C.'s independent public accountants. (b) The assets, properties and business of the Company IX, L.L.C. shall be liquidated by the Members Board 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 Board not to sell all or any portion of the properties and assets of the CompanyIX, L.L.C. such properties and assets shall be distributed in kind in the order of priority set forth in subsection subparagraph (cd); provided, however, that the fair market value 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) Net Profit Income or Net Loss of the Company IX, L.L.C. 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, respectivelyArticle 4. (cd) The proceeds of sale of all or substantially all of the properties and assets of the Company IX, L.L.C. and all other properties and assets of the Company IX, L.L.C. not sold, as provided in subsection subparagraph (b) above, and valued at the fair market value Fair Market Value thereof as provided in such subsection subparagraph (b), shall be applied and distributed as follows, and in the following order or of priority: (i) First, to the payment of all debts and liabilities of the Company IX, L.L.C. 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 IX, L.L.C. or of the Members arising out of, or in connection with, the Company;IX, L.L.C.; and (iii) Third, the remaining proceeds to the Members in proportion to the positive balances of their Percentage Interestsrespective Capital Accounts until the remaining balances of all such accounts are zero. (de) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Nevada Delaware by the Members.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 10.17.1, 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 Members 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 Members 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 (c); 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. (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 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) 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 Members Member arising out of, or in connection with, the Company;. (iii) ThirdTHEREAFTER, the remaining proceeds to the Members in proportion to their Percentage InterestsMember. (d) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Nevada Delaware by the Members.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 10.112.2 and the Members have not elected to continue the business of the Company pursuant to Section 12.1, 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 Members Management 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 Members Management 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 (cd); providedPROVIDED, howeverHOWEVER, that the fair market value Fair Market Value of such properties and assets assets, as determined in good faith by the Management Committee, 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 Profit 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 Sections 4.2 and 4.3, respectively. (cd) 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 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) 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 Members arising out of, or in connection with, the Company; (iii) ThirdTHIRD, to the Members in proportion to the positive balances of their respective Capital Accounts until the remaining balances of all such accounts are zero; and (iv) FOURTH, the remaining proceeds to the Members in proportion to their Percentage Interests. (de) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Nevada Delaware by the Members.

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); providedPROVIDED, howeverHOWEVER, 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, to Interface Holding in an amount equal to its Unrecovered Preferred Capital at such time; (iv) Fourth, to Interface Holding in an amount equal to its Unpaid Preferred Return at such time; and (v) Fifth, the remaining proceeds to the Members in proportion to their Percentage InterestsLVSI. (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 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, to Interface Holding in an amount equal to its Unrecovered Preferred Capital at such time; (iv) Fourth, to Interface Holding in an amount equal to its Unpaid Preferred Return at such time; and (v) Fifth, the remaining proceeds to the Members in proportion to their Percentage InterestsLVSI. (d) A Certificate of Cancellation shall be filed with the Secretary of State of the State of Nevada by the Members.