Liquidation of Holdings Sample Clauses

Liquidation of Holdings. The Reclamation Fund Manager shall by February 1, 1999 confirm that the Parties have supplied accepted Surety Instruments in the value required. By March 1, 1999, the Reclamation Fund Manager for the percentage of which Surety Instruments meeting the criteria defined in 11.(b) (iii) shall convert tht percentage of the assets held by the Reclamation fund into cash by March 1, 1999.
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Liquidation of Holdings. From time to time, some or all of the Account Owner’s holdings within the Investment Account may need to be liquidated and the proceeds transferred to the Cash Account in order to facilitate distributions or for other purposes described in this Agreement, such as to replenish the Cash Account so that its balance meets the Investment Transfer Threshold. In such situations, the Account Owner authorizes and directs the Custodian to liquidate holdings in the Investment Account (including within the HSBA, if applicable) on a pro-rata basis as needed. The Account Owner agrees that the Custodian shall have no liability for any consequences that may result from the liquidation of the Account’s holdings pursuant to this Section.
Liquidation of Holdings. In the case of Partners’ obligation to cause the matters contemplated by this Agreement to become effective, Holdings shall have deposited (a) with Partners in escrow a duly executed Certificate of Cancellation of Holdings’ Certificate of Limited Partnership with authorization to file with the Secretary of State of the State of Delaware immediately after the Liquidation and (b) immediately after the Contributions, the New Partners Units with the Distribution Agent pursuant to Article III of this Agreement.
Liquidation of Holdings. The liquidation analysis assumes that, absent the transaction contemplated in the Plan, that Leucadia would foreclose on the Leucadia Credit Agreement, which contains a pledge on Holdings’ membership interests in FXCM; this foreclosure would forestall any further distributions through the waterfall – The analysis further assumes that there would be a concurrent liquidation of Holdings – Holdings’ assets include Cash and Equivalents of $0.7 million, Net Intercompany Receivables in the amount of $2.5 million, prepaid expenses in the amount of $0.2 million and the membership interest in FXCM – Recovery on Cash and Equivalents was estimated at 100%, recovery on the Net Intercompany Receivables was estimated between 90% and 100% – The main sources of value at Holdings is its membership interest in FXCM, which is shown as “Investment in FXCM” and based on the estimated book value as of the Conversion Date – The liquidation value of Holdings’ membership interest was estimated at 0%, based on the foreclosure of the Leucadia Credit Facility described above – The liquidation of Holdings resulted in a liquidation value of $2.1 million to $2.4 million net of U.S. Trustee Fee and $100,000 additional professional and legal expenses associated with the wind-down of Holdings – Given that Holdings’ net liquidation value is less than $172.5 million, which is the principal amount outstanding on the Mirror Notes, for purposes of the Liquidation Analysis it is estimated that there will be no distributions on the membership interest of Holdings ($ in Thousands) Dec-17 Recovery Estimate (%) Value ($) Cash and Equivalents $682 100 % 100 % 100 % $682 $682 $682 Investment in FXCM 116,080 0 % 0 % 0 % — — — Accounts Receivable 3 70 % 75 % 80 % 2 2 2 Prepaid Expenses 203 0 % 0 % 0 % — — — Net Intercompany Receivables 2,561 90 % 95 % 100 % 2,305 2,433 2,561 Deferred Financing Fees 813 0 % 0 % 0 % — — — Intangible Assets and Goodwill 872 0 % 0 % 0 % — — —

Related to Liquidation of Holdings

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Dissolution and Liquidation (Check One)

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

  • Termination and Liquidation Section 9.01.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Distributions Upon Dissolution Upon the dissolution of the Company, the properties of the Company to be sold shall be liquidated in orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed as follows: (a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation and to the establishment of any cash reserves which the Member determines to create for unmatured and/or contingent liabilities or obligations of the Company. (b) Second, to the Member.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

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