Common use of Liquidation of Company Interests Clause in Contracts

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 Company’s assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time), and the Managing Member (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take all such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.02. (e) A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Article VIII in order to minimize any losses otherwise attendant upon such winding up. (f) The liquidator shall not be personally liable for the return of Capital Contributions or any portion thereof to any Member (it being understood that any such return shall be made solely from Company assets).

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 The Board of Managers shall act (or it may appoint one or more Members, Representatives, officers, or other Persons to act) as the liquidator liquidators 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 liquidators shall continue to operate the Company and its assets with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator liquidators are as follows: (i) the liquidator liquidators 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 liquidators may reasonably determine); and (ii) after payment or provision for payment of all of the Company’s 's liabilities has been made in accordance with subparagraph (i), (A) a final performance vesting determination shall be made under the Performance Vesting Agreement, if it remains in effect, (B) a final allocation of all items of income, gain, loss, and expense shall be made to the Members (including the Managing Member) in accordance with Section 3.2 hereof, and (BC) all remaining cash and other property assets of the ----------- Company 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 Company’s assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time), and the Managing Member (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take all such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.02. (e) A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Article VIII in order to minimize any losses otherwise attendant upon such winding up. (f) The liquidator shall not be personally liable for the return of Capital Contributions or any portion thereof to any Member (it being understood that any such return shall be made solely from Company assets).-------

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 The Board of Managers shall act (or it may appoint one or more Members, Representatives, officers, or other Persons to act) as the liquidator liquidators 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 liquidators shall continue to operate the Company and its assets with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator liquidators are as follows: (i) the liquidator liquidators 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 liquidators may reasonably determine); and (ii) after payment or provision for payment of all of the Company’s 's liabilities has been made in accordance with subparagraph (i), (A) a final performance vesting determination shall be made under the Performance Vesting Agreement, if it remains in effect, (B) a final allocation of all items of income, gain, loss, and expense shall be made to the Members (including the Managing Member) in accordance with SECTION 3.2 hereof, and (BC) all remaining cash and other property assets of the Company shall be distributed to the Members in accordance with their positive Capital Account balancesSECTION 3.1(c). 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 6.07SECTION 3.2. (b) In making such distributions, the liquidator liquidators shall allocate each type of liquidation asset (i.e., cash or cash equivalents, units of a Subsidiary, etc.) Company assets 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 SECTION 6.2 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 's property. This Section 8.02 paragraph constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. (d) Upon completion of the distribution of the Company’s 's assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time), and the Managing Member Board of Managers (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take all such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.02SECTION 7.2(d). (e) A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Article VIII SECTION 7.2 in order to minimize any losses otherwise attendant upon such winding up. (f) The liquidator liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to any Member (it being understood that any such return shall be made solely from Company assets).

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 The Board shall act (or, subject to compliance with Section 4.4(e), it may appoint one or more Members, Board members, officers, or other Persons to act) as the liquidator liquidators 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 liquidators shall continue to operate the Company and its assets with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator liquidators are as follows: (i) the liquidator liquidators 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 liquidators 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 assets of the Company shall be distributed to the Members Unitholders 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 anySection 3.1(e), which shall be allocated in accordance with Sections 6.06 and 6.07. (b) In making such distributions, the liquidator liquidators shall allocate each type of liquidation asset (i.e., cash or cash equivalents, units of a Subsidiary, etc.) among the Members Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Memberholder. (c) The distribution of cash and/or property to a Member Unitholder in accordance with the provisions of this Section 8.02 6.2 constitutes a complete return to such Member Unitholder of its Capital Contributions and a complete distribution to the Member Unitholder of its interest in the Company and the Company’s property. This Section 8.02 paragraph constitutes a compromise to which all Members Unitholders have consented within the meaning of the Delaware Act. (d) Upon completion of the distribution of the Company’s assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time), and the Managing Member Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take all such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.026.2(d). (e) A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Article VIII Section 6.2 in order to minimize any losses otherwise attendant upon such winding up. (f) The liquidator liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to any Member Unitholder (it being understood that any such return shall be made solely from Company assets).

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 The Board shall act (or it may appoint one or more Members, Representatives, Officers, or other Persons to act, with such Person’s consent) as the liquidator liquidators 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 liquidators shall continue to operate the Company and its assets with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator liquidators are as follows: (i) the liquidator liquidators shall pay, satisfy and discharge all debts, obligations, and other liabilities of the Company to its creditors (including, without limitation, including all sales commissions or other expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including 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 liquidators may reasonably determine); and 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) in accordance with Section 3.2 hereof, and (B) all remaining cash and other property assets of the Company shall be distributed to the Members Unitholders in accordance with their positive Capital Account balancesSection 3.1 (a). Any non-cash non‑cash assets distributed to the Members Unitholders 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 6.07Section 3.2. (b) In making such distributions, the liquidator liquidators shall allocate each type of liquidation asset (i.e., cash or cash equivalents, units of a Subsidiary, etc.) among the Members Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Memberholder. (c) The distribution of cash and/or property to a Member Unitholder in accordance with the provisions of this Section 8.02 7.2 constitutes a complete return to such Member Unitholder of its Capital Contributions and a complete distribution to the Member Unitholder of its interest in the Company and the Company’s property. This Section 8.02 paragraph constitutes a compromise to which all Members Unitholders have consented within the meaning of the Delaware Act. (d) Upon completion of the distribution of the Company’s assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time), and the Managing Member 35 Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take all such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.027.2(d). (e) A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Article VIII Section 7.2 in order to minimize any losses otherwise attendant upon such winding up. (f) The liquidator liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to any Member Unitholder (it being understood that any such return shall be made solely from Company assets).

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 The Board shall act (or it may appoint one or more Members, Representatives, Officers, or other Persons to act, with such Person’s consent) as the liquidator liquidators 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 liquidators shall continue to operate the Company and its assets with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator liquidators are as follows: (i) the liquidator liquidators shall pay, satisfy and discharge all debts, obligations, and other liabilities of the Company to its creditors (including, without limitation, including all sales commissions or other expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including 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 liquidators 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) in accordance with Section 3.2 hereof, and (B) all remaining cash and other property assets of the Company shall be distributed to the Members Unitholders in accordance with their positive Capital Account balancesSection 3.1(a). Any non-cash non‑cash assets distributed to the Members Unitholders 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 6.07Section 3.2. (b) In making such distributions, the liquidator liquidators shall allocate each type of liquidation asset (i.e., cash or cash equivalents, units of a Subsidiary, etc.) among the Members Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Memberholder. (c) The distribution of cash and/or property to a Member Unitholder in accordance with the provisions of this Section 8.02 7.2 constitutes a complete return to such Member Unitholder of its Capital Contributions and a complete distribution to the Member Unitholder of its interest in the Company and the Company’s property. This Section 8.02 paragraph constitutes a compromise to which all Members Unitholders have consented within the meaning of the Delaware Act. (d) Upon completion of the distribution of the Company’s assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time), and the Managing Member Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take all such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.027.2(d). (e) A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Article VIII Section 7.2 in order to minimize any losses otherwise attendant upon such winding up. (f) The liquidator liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to any Member Unitholder (it being understood that any such return shall be made solely from Company assets).