Common use of Liquidation of Company Assets Clause in Contracts

Liquidation of Company Assets. (A) In the event of dissolution and final termination of the Company, a full accounting of the assets and liabilities shall be taken, and the Company assets shall either be (i) distributed in kind or (ii) liquidated, with the Net Distributable Cash therefrom distributed in accordance with the provisions of Section 5.03(B) hereof by the later of (i) the last day of the Fiscal Year in which the termination occurs or (ii) ninety (90) days after the date on which the termination occurs. (B) The Members shall cause to be filed all certificates and notices of the dissolution of the Company required by law. The Members shall proceed without any unnecessary delay to sell and otherwise liquidate the Company Assets; provided, however, that if the Members shall determine that an immediate sale of part or all of the Company Assets would cause undue loss to the Members, the Members may defer the liquidation except (i) to the extent provided by the Act, (ii) as required by Section 10.02(A) hereof or (iii) as may be necessary to satisfy the debts and liabilities of the Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company Assets, the Members shall cease to be Members of the Company, and the Members shall execute, acknowledge and cause to be filed all certificates and notices required by law to terminate the Company. (C) Upon the dissolution of the Company pursuant to Section 10.01 hereof, the Members shall cause to be prepared, and shall furnish to each Member, a statement setting forth the assets and liabilities of the Company. Promptly following the complete liquidation and distribution of the Company Assets, each Member shall be furnished a statement showing the manner in which the Company Assets were liquidated and distributed.

Liquidation of Company Assets. ​ (A) In Once the dissolution process commences, (i) the Company will continue to close and fund Investments for which the Company issued a binding, written commitment on or before the date of the election to dissolve pursuant to Section 10.1(A)(i) or the date of the notice to dissolve is given pursuant to Section 10.1(A)(ii), as the case may be, (ii) the Company will not commit to any new Investments, (iii) the Company will continue to operate until its last Investment is redeemed or sold, and (iv) the exclusivity provisions of Section 7.3 requiring each Member to bring all investment opportunities to the Company will terminate. ​ (B) The Liquidator shall, subject to Section 10.1(B), as soon as practicable following the event of dissolution giving rise to the dissolution, winding up and final termination of the Company, a full accounting wind up with the affairs of the assets Company and liabilities sell and/or distribute the Company Assets. The Company Assets shall be taken, and applied in the Company assets shall either be following order of priority: (i) distributed in kind or first, to pay the costs and expenses of the winding up, liquidation and termination of the Company; ​ (ii) liquidatedsecond, with the Net Distributable Cash therefrom distributed in accordance with the provisions of Section 5.03(B) hereof by the later of (i) the last day of the Fiscal Year in which the termination occurs or (ii) ninety (90) days after the date on which the termination occurs. (B) The Members shall cause to be filed all certificates and notices of the dissolution of the Company required by law. The Members shall proceed without any unnecessary delay to sell and otherwise liquidate the Company Assets; provided, however, that if the Members shall determine that an immediate sale of part or all of the Company Assets would cause undue loss to the Members, the Members may defer the liquidation except (i) to the extent provided by the Act, (ii) as required by Section 10.02(A) hereof or (iii) as may be necessary to satisfy the debts and liabilities of the Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company Assets, the Members shall cease to be Members creditors of the Company, in the order of priority provided by law, including fees and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (iii) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall executebe distributed as hereinafter provided; (iv) fourth, acknowledge to the Members for the principal and cause accrued but unpaid interest outstanding on any cash loans (other than Default Loans), if any, made by them to the Company; and ​ (v) fifth, the remainder to the Members in accordance with Section 6.1(B). ​ If assets are to be filed all certificates and notices required distributed in kind, the Members’ Capital Accounts shall be appropriately adjusted, in accordance with Section 5.6, before any such distribution to reflect any Net Income or Net Loss that would have been allocated if the property distributed in kind had been sold for its fair market value (net of liabilities) by law the Company prior to terminate the Company.dissolution. ​ (C) Upon Notwithstanding anything else in this Agreement to the dissolution contrary, upon liquidation of a Member’s Interest in the Company (whether or not in connection with a liquidation of the Company), no Member shall have an obligation to contribute additional capital to the Company pursuant in order to Section 10.01 hereofrestore a deficit balance in his Capital Account at any time, and such deficit shall not be considered as owed to the Company or any other Person for any purpose whatsoever. ​ (D) Within a reasonable time following the completion of the Company’s Asset, the Members Administrative Member shall cause to be prepared, and shall furnish to each Member, a statement setting forth the assets and liabilities of the Company. Promptly following Company as of the date of complete liquidation and distribution each Member’s portion of distributions pursuant to Section 10.2(B). (E) Each Member shall look solely to the Company’s assets for all distributions with respect to the Company and such Member’s Capital Contributions (including return thereof), and such Member’s share of profits or losses thereon, and shall have no recourse therefor (upon dissolution or otherwise) against the Members or any other Member. No Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company. ​ (F) The Company shall terminate when all property owned by the Company shall have been dissolved of and the assets shall have been distributed as provided in Section 10.2(B). Upon such termination, the Members shall cease to be Members of the Company Assets, each Member and the Members shall then cause to be furnished executed and filed a statement showing Certificate of Cancellation of the manner in which the Company Assets were liquidated and distributed.Company. ​

Liquidation of Company Assets. ​ (A) In Once the dissolution process commences, (i) the Company will continue to close and fund Investments for which the Company issued a binding, written commitment on or before the date of the election to dissolve pursuant to Section 10.1(A)(i) or the date of the notice to dissolve is given pursuant to Section 10.1(A)(ii), as the case may be, (ii) the Company will not commit to any new Investments, (iii) the Company will continue to operate until its last Investment is redeemed or sold, and (iv) the exclusivity provisions of Section 7.3 requiring each Member to bring all investment opportunities to the Company will terminate. ​ (B) The Liquidator shall, subject to Section 10.1(B). as soon as practicable following the event of dissolution giving rise to the dissolution, winding up and final termination of the Company, a full accounting wind up with the affairs of the assets Company and liabilities sell and/or distribute the Company Assets. The Company Assets shall be taken, and applied in the Company assets shall either be following order of priority: (i) distributed in kind or first, to pay the costs and expenses of the winding up, liquidation and termination of the Company; ​ (ii) liquidatedsecond, with the Net Distributable Cash therefrom distributed in accordance with the provisions of Section 5.03(B) hereof by the later of (i) the last day of the Fiscal Year in which the termination occurs or (ii) ninety (90) days after the date on which the termination occurs. (B) The Members shall cause to be filed all certificates and notices of the dissolution of the Company required by law. The Members shall proceed without any unnecessary delay to sell and otherwise liquidate the Company Assets; provided, however, that if the Members shall determine that an immediate sale of part or all of the Company Assets would cause undue loss to the Members, the Members may defer the liquidation except (i) to the extent provided by the Act, (ii) as required by Section 10.02(A) hereof or (iii) as may be necessary to satisfy the debts and liabilities of the Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company Assets, the Members shall cease to be Members creditors of the Company, in the order of priority provided by law, including fees and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (iii) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall executebe distributed as hereinafter provided; (iv) fourth, acknowledge to the Members for the principal and cause accrued but unpaid interest outstanding on any cash loans (other than Default Loans), if any, made by them to the Company; and ​ (v) fifth, the remainder to the Members in accordance with Section 6.1(B). ​ If assets are to be filed all certificates and notices required distributed in kind, the Members’ Capital Accounts shall be appropriately adjusted, in accordance with Section 5.6, before any such distribution to reflect any Net Income or Net Loss that would have been allocated if the property distributed in kind had been sold for its fair market value (net of liabilities) by law the Company prior to terminate the Company.dissolution. ​ (C) Upon Notwithstanding anything else in this Agreement to the dissolution contrary, upon liquidation of a Member’s Interest in the Company (whether or not in connection with a liquidation of the Company), no Member shall have an obligation to contribute additional capital to the Company pursuant in order to Section 10.01 hereofrestore a deficit balance in his Capital Account at any time, and such deficit shall not be considered as owed to the Company or any other Person for any purpose whatsoever. ​ (D) Within a reasonable time following the completion of the Company’s Asset, the Members Administrative Member shall cause to be prepared, and shall furnish to each Member, a statement setting forth the assets and liabilities of the Company. Promptly following Company as of the date of complete liquidation and distribution each Member’s portion of distributions pursuant to Section 10.2(B). (E) Each Member shall look solely to the Company’s assets for all distributions with respect to the Company and such Member’s Capital Contributions (including return thereof), and such Member’s share of profits or losses thereon, and shall have no recourse therefor (upon dissolution or otherwise) against the Members or any other Member. No Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company. ​ (F) The Company shall terminate when all property owned by the Company shall have been dissolved of and the assets shall have been distributed as provided in Section 10.2(B). Upon such termination, the Members shall cease to be Members of the Company Assets, each Member and the Members shall then cause to be furnished executed and filed a statement showing Certificate of Cancellation of the manner in which the Company Assets were liquidated and distributed.Company. ​

Liquidation of Company Assets. (A) In Once the event of dissolution and final termination of the Companyprocess commences, a full accounting of the assets and liabilities shall be taken, and the Company assets shall either be (i) distributed in kind or (ii) liquidated, with the Net Distributable Cash therefrom distributed in accordance with the provisions of Section 5.03(B) hereof by the later of (i) the last day Company will continue to close and fund Investments for which the Company issued a binding, written commitment on or before the date of the Fiscal Year in which election to dissolve pursuant to Section 10.1(A)(i), the termination occurs of the Exclusivity Term under Section 10.1(A)(ii) or the date the notice to dissolve is given pursuant to Section 10.1(A)(ii), as the case may be, (ii) ninety the Company will not commit to any new Investments, (90iii) days after the date on which Company will continue to operate until its last Investment is redeemed or sold, and (iv) the termination occursexclusivity provisions of Section 7.5 requiring each Member to bring all investment opportunities to the Company will terminate. (B) The Members shall cause Liquidator shall, subject to be filed all certificates and notices of Section 10.1(B), as soon as practicable following the dissolution of the Company required by law. The Members shall proceed without any unnecessary delay to sell and otherwise liquidate the Company Assets; provided, however, that if the Members shall determine that an immediate sale of part or all of the Company Assets would cause undue loss event giving rise to the Membersdissolution, the Members may defer the liquidation except (i) to the extent provided by the Act, (ii) as required by Section 10.02(A) hereof or (iii) as may be necessary to satisfy the debts winding up and liabilities of the Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company Assets, the Members shall cease to be Members termination of the Company, wind up with the affairs of the Company and sell and/or distribute the Company Assets. The Company Assets shall be applied in the following order of priority: (i) first, to pay the costs and expenses of the winding up, liquidation and termination of the Company; (ii) second, to creditors of the Company, in the order of priority provided by law, including fees and reimbursements payable to the Members or their Affiliates, but not including those liabilities (other than liabilities to the Members for any expenses of the Company paid by the Members or their Affiliates, to the extent the Members are entitled to reimbursement hereunder) to the Members in their capacity as Members; (iii) third, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company; provided, that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall executebe distributed as hereinafter provided; (iv) fourth, acknowledge to the Members for the principal and cause accrued but unpaid interest outstanding on any cash loans (other than Default Loans), if any, made by them to be filed all certificates the Company; and (v) fifth, the remainder to the Members in accordance with Section 6.1(C). Notwithstanding the foregoing, if the Company is dissolved because of termination of the Exclusivity Term under Section 10.1(A)(ii) resulting from the replacement of the Manager under Section 7(d) of the Management Agreement, then MEC shall pay the costs and notices required by law to terminate expenses of the winding up, liquidation and termination of the Company. (C) Upon Notwithstanding anything else in this Agreement to the dissolution of contrary, no Member shall have an obligation to contribute additional capital to the Company pursuant in order to Section 10.01 hereofrestore a deficit balance in his Capital Account at any time, including upon liquidation of a Member’s Interest in the Members shall cause to be prepared, and shall furnish to each Member, Company (whether or not in connection with a statement setting forth the assets and liabilities liquidation of the Company. Promptly following the complete liquidation ), and distribution of such deficit shall not be considered as owed to the Company Assets, each Member shall be furnished a statement showing the manner in which the Company Assets were liquidated and distributedor any other Person for any purpose whatsoever.