Common use of Liquidation and Winding Up Clause in Contracts

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. 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 their positive Capital Account balances of the Membersbalances, after giving effect to all contributions, distributions, and allocations for all periods.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 14.1SECTION 13.1, the Company shall be liquidated and the Managers Manager (or other Person or Persons designated by the Managers Manager or by a decree of court) shall wind up the affairs of the Company. The Managers Manager 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 First, 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 Second, to the establishment of any reserves Reserves deemed necessary by the Managers Manager or the Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company; (c) To Third, to the repayment of any outstanding loans from Members a Member 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 periodsSECTION 12.2.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 14.113.1, 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 their positive Capital Account balances of the Membersbalances, after giving effect to all contributions, distributions, and allocations for all periods.

Liquidation and Winding Up. If the Company is dissolved pursuant to Section 14.1, the Company shall will be liquidated and the Managers (or other Person or Persons designated by the Managers or by a decree of court) shall will wind up the affairs of the Company. The Managers or other Persons winding up the affairs of the Company shall will 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 will 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 periodsSection 13.1 hereof.

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; (d) To the return of all smart shipper know how and technology to SAVSU and all portal related know how and technology to BioLife; and (de) The balance, if any, to the Members pro rata in accordance with the their positive Capital Account balances of the Membersbalances, after giving effect to all contributions, distributions, and allocations for all periods.