Liquidation of Company Interests. (a) Upon dissolution, the Company shall be liquidated in an orderly manner. Unless the Managing Member shall otherwise determine, the Managing Member shall act as the liquidator to wind up the affairs of the Company pursuant to this Agreement and terminate the Company. The costs of liquidation shall be borne by the Company. Prior to final distribution and termination, if the liquidator is not the Managing Member, the liquidator shall continue to operate the Company and its assets with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator are as follows:
(i) the liquidator shall pay, satisfy and discharge all debts, obligations, and other liabilities of the Company to its creditors (including, without limitation, all sales commissions or other expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, establishing cash reserves to be held in escrow for contingent or unforeseen liabilities of the Company, in such amounts and for such holding periods as the liquidator may reasonably determine); and
(ii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with subparagraph (i), (A) a final allocation of all items of income, gain, loss, and expense shall be made to the Members (including the Managing Member) and (B) all remaining cash and other property shall be distributed to the Members in accordance with their positive Capital Account balances. Any non-cash assets distributed to the Members shall first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 6.06 and 6.07.
(b) In making such distributions, the liquidator shall allocate each type of liquidation asset (i.e., cash or cash equivalents, units of a Subsidiary, etc.) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Member.
(c) The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.02 constitutes a complete return to such Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and the Company’s property. This Section 8.02 constitutes a compromise to which all Members have consented within the meaning of the Delaware Act.
(d) Upon completion of the distribution of the Com...
Liquidation of Company Interests. (a) Upon dissolution of the Company, the Board shall appoint one Member (or any other Person) to serve as the "Liquidator" who shall act at the direction of the Board, unless and until a successor Liquidator is appointed as provided herein. The Liquidator shall agree not to resign at any time without 30 days' prior written notice. The Liquidator may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the Board. Within 30 days following the occurrence of any such removal, a successor Liquidator may be elected by the Board. The successor Liquidator shall succeed to all rights, powers and duties of the former Liquidator. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article X, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein). The Liquidator shall receive as compensation for its services (i) no additional compensation, if the Liquidator is an employee of the Company or any of its Subsidiaries, or (ii) if the Liquidator is not such an employee, out-of-pocket costs and expenses plus such other compensation as the Board may otherwise approve.
(b) The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law:
(i) First, to the payment of the Company's debts and obligations to its creditors, including sales commissions and other exp...
Liquidation of Company Interests. 26 Section 20.1 Liquidator........................................
Liquidation of Company Interests. Section 20.1..
Liquidation of Company Interests. 22 11.3 Liability for Return of Capital Contributions..................24 ARTICLE XII AMENDMENTS.......................................................24 12.1 Amendments.....................................................24 ARTICLE XIII NOTICES.........................................................24 13.1 Notices........................................................24
Liquidation of Company Interests. (a) Upon dissolution of the Company, the Board shall appoint one Member (or any other Person) to serve as the "Liquidator" who shall act at the direction of the Board, unless and until a successor Liquidator is appointed as provided herein. The Liquidator shall agree not to resign at any time without 30 days' prior written notice. The Liquidator may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the Board. Within 30 days following the occurrence of any such removal, a successor Liquidator may be elected by the Board. The successor Liquidator shall succeed to all rights, powers and duties of the former Liquidator. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator shall be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article IX, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers
Liquidation of Company Interests. Any Liquidation of the Company's interests shall be administered by the Member in its sole discretion.
Liquidation of Company Interests. Any Liquidation of the Company's interests shall be administered by the Members in their sole discretion. The Company assets shall be distributed in the following manner and order:
(a) to the payment of the expenses of the winding up, liquidation and dissolution of the Company;
(b) to pay all creditors of the Company, other than Members, either by the payment thereof or the making of reasonable provision therefor;
(c) to establish reserves, in amounts established by the Managing Member, to meet other liabilities of the Company; and
(d) the remaining assets of the Company shall be applied and distributed in accordance with Section 5.01.
Liquidation of Company Interests. (a) Upon termination, the Company shall be liquidated in an orderly manner. The Managers shall be the liquidator(s) to wind up the affairs of the Company pursuant to this Agreement.
(b) Upon termination of the Company, a final allocation of all items of income, loss and expense shall be made in accordance with Article II hereof and all other relevant provisions hereof and the Company's liabilities and obligations to its creditors shall be paid or adequately provided for prior to any distributions to the Members. After payment or provision for payment of all debts of the Company, the remaining assets, if any, shall be distributed among the Members in accordance with their respective Capital Accounts.
Liquidation of Company Interests
