Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18-215 and 18-804 of the Delaware Act, the terms of any Series Designation and the following:
(a) Subject to Section 11.3(c), the assets may be disposed of by public or private sale on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series.
(b) Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 11.2) as well as any outstanding Operating Expenses Reimbursement Obligations and any other amounts owed to Members associated with such Series otherwise than in respect of their distribution rights under ARTICLE VII. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of Free Cash Flows or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.
(c) Subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Interests of the applicable Series), all property and all Free Cash Flows in excess of that required to discharge liabilities as provided in Section 11.3(b) shall be distributed to the holders of the Interests of the Series on an equal per Interest basis.
Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, dissolve and liquidate the associated SP, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18-215 and 18-804 of the Delaware Act, the terms of any Series Designation and the following:
(a) Subject to Section 11.3(c), the assets may be disposed of by auction or private sale on such commercially reasonable terms as the Liquidator may determine. The Liquidator may defer a sale for a reasonable time if it determines that an immediate sale of the Artwork would be impractical or would cause undue loss to the Members associated with such Series. Following the sale of the Artwork, the Liquidator shall proceed to liquidate the Series and its associated SP.
(b) Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity under the Asset Management Agreement (subject to the terms of Section 11.2) as well as any outstanding Extraordinary Loans or unpaid Extraordinary Expenses. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.
(c) Subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Class A Shares of the applicable Series), all Net Sales Proceeds shall be distributed (i) to the Record Holders of the Class B Shares to the extent of the Valuation Appreciation of the Artwork associated with the Series multiplied by a fraction, the numerator of which is the outstanding Class B Shares and the denominator of which is 1,000, and (ii) the remaining Net Sales Proceeds and any other cash distributions shall be distributed to the Record Holders of the Class A Shares, in proportion to their Class A Shares.
Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18‑215 and 18‑804 of the Delaware Act, the terms of any Share Designation or Series Designation and the following:
(a) Subject to Section 8.3(c), the assets may be disposed of by public or private sale or by distribution in kind to one or more Members associated with such Series on such terms as the Liquidator and such Member or Members may agree. If any property is distributed in kind, the Member receiving the property shall be deemed for purposes of Section 8.3(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Members associated with such Series. Notwithstanding anything to the contrary contained in this Agreement, the Members understand and acknowledge that a Member associated with a Series may be compelled to accept a distribution of any asset in kind from such Series despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the Company in respect of such Series. The Liquidator may defer liquidation or distribution of the Series' assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series. The Liquidator may distribute the Series' assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Members associated with the Series.
(b) Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 8.2) and amounts to Members associated with such Series otherwise than in respect of their distribution rights under Article IV. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. W...
Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject the TBOC, the terms of any Series Designation and the following:
(a) Subject to Section 11.3(c), the assets may be disposed of by public or private sale on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series.
Liquidation of a Series. 10.4.1 Upon dissolution of a Series, subject to rights and obligations set forth in Section 10.2.4 of this Agreement, the Manager or the Liquidating Trustee, as the case may be, shall wind up the affairs of the Series and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Series and, after paying or making provision by the setting up of reasonable reserves for all liabilities to creditors of the Company, to distribute the assets among the Members associated with that Series in accordance with the provisions for the making of distributions set forth in this Agreement.
10.4.2 The assets of each Series or the proceeds from liquidation of a Series shall be paid or distributed in the following manner:
(a) first, (i) Permissible Series Liquidation Expenses (as defined in Section 10.4.4), and (ii) the liabilities and debts of such Series, other than liabilities for distributions to such Series Members (whether by payment or the making of reasonable provision for payment thereof); and
(b) then, to such Series Members in the order of priority set forth in the applicable Series Operating Agreement.
10.4.3 In any such liquidation, the Company may distribute (after payment, or the making of reasonable provision for payment, of the Company’s obligations) the assets of the Series in cash, in kind and generally representative of the Company’s portfolio as a whole, or any combination thereof as the Manager or Liquidating Trustee, as the case may be, shall determine in accordance with the Act; provided, however, that no distribution of securities, property or other assets shall be made to any Member to the extent such Member would be prohibited by applicable law from holding such securities, property or other assets (it being understood and agreed that under such circumstances, a non-ratable distribution may be made).
10.4.4 The expense of liquidating a Series (including, without limitation, legal and accounting expenses incurred in connection therewith and the cost of the Liquidating Trustee) shall be borne by the Series only to the extent permitted under the terms of this Agreement. Such expenses are referred to herein as “Permissible Series Liquidation Expenses”. The Manager or the Liquidating Trustee, as the case may be, may, in its sole discretion, establish reserves for contingent Permissible Series Liquidation Expenses.
Liquidation of a Series. In the event of a dissolution and liquidation of a Series, the Series Members by a Majority Vote shall appoint a Liquidator for the Series who shall proceed to sell the Artwork under commercially reasonable terms and distribute the Net Sales Proceeds among the Class A and B Shares in accordance with and attend to the liquidation of the Series and its associated SP. The Liquidator shall replace the Asset Manager as the replacement Asset Manager under the terms of the Asset Management Agreement as set forth in Section 10.2.
