Common use of Liquidation of a Series Clause in Contracts

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.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (aShareX Fine Art, LLC), Limited Liability Company Agreement (aShareX Fine Art, LLC), Limited Liability Company Agreement (aShareX Fine Art, LLC)

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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 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 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (aShareX Fine Art, LLC)

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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 18-18 215 and 18-18 804 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 public or private sale on such commercially reasonable terms as the Liquidator may determine. The Liquidator may defer a sale liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the Artwork assets 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 ExpensesOperating 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 Class A Shares Interests of the applicable Series), all Net Sales Proceeds shall be distributed (iproperty and all Free Cash Flows in excess of that required to discharge liabilities as provided in Section 11.3(b) 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 holders of the Class A Shares, in proportion to their Class A SharesInterests of the Series on an equal per Interest basis.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ark7 Properties Advance LLC)

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