Liquidation of the Company’s Assets Upon Dissolution. (a) On dissolution, the Company shall be liquidated and wound up in an orderly manner in accordance with the provisions of this Section 12.2. The Board may wind up the affairs of the Company or may appoint one or more liquidating trustees (who may be Member(s)) to wind up the affairs of the Company. Subject to Section 13.4, the Board is authorized to sell, exchange or otherwise dispose of the assets of the Company, or to distribute the Company’s assets in kind, as the Board shall determine to be in the best interests of the Members. The Board shall complete the liquidation of the Company within a reasonable period of time after the dissolution of the Company; provided that such period may be extended for up to two additional one-year periods by the Board. The reasonable out-of-pocket expenses incurred by the Board in connection with winding up the Company (including legal and accounting fees and expenses), all other liabilities or losses of the Company or the Board incurred in accordance with the terms of this Agreement and reasonable compensation for the services of the liquidating trustee shall be borne by the Company. Except as otherwise required by applicable law or for Disabling Conduct, Managers shall not be liable to any Member or the Company for any loss attributable to any act or omission taken in good faith in connection with the winding up of the Company and the distribution of the Company’s assets. The Board or the liquidating trustee, as applicable, may consult with counsel and accountants with respect to winding up the Company and distributing its assets and shall be justified in acting or omitting to act, in accordance with the advice or opinion of such counsel or accountants.
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Samples: Limited Liability Company Agreement (Celadon Group Inc), Subscription Agreement (Celadon Group Inc)
Liquidation of the Company’s Assets Upon Dissolution. (a) On dissolution, the Company shall be liquidated and wound up in an orderly manner in accordance with the provisions of this Section 12.2. The Board may wind up 31 the affairs of the Company or may appoint one or more liquidating trustees (who may be Member(s)) to wind up the affairs of the Company. Subject to Section 13.4, the Board is authorized to sell, exchange or otherwise dispose of the assets of the Company, or to distribute the Company’s assets in kind, as the Board shall determine to be in the best interests of the Members. The Board shall complete the liquidation of the Company within a reasonable period of time after the dissolution of the Company; provided that such period may be extended for up to two additional one-year periods by the Board. The reasonable out-of-pocket expenses incurred by the Board in connection with winding up the Company (including legal and accounting fees and expenses), all other liabilities or losses of the Company or the Board incurred in accordance with the terms of this Agreement and reasonable compensation for the services of the liquidating trustee shall be borne by the Company. Except as otherwise required by applicable law or for Disabling Conduct, Managers shall not be liable to any Member or the Company for any loss attributable to any act or omission taken in good faith in connection with the winding up of the Company and the distribution of the Company’s assets. The Board or the liquidating trustee, as applicable, may consult with counsel and accountants with respect to winding up the Company and distributing its assets and shall be justified in acting or omitting to act, in accordance with the advice or opinion of such counsel or accountants.. (b) Upon dissolution of the Company, the expenses of liquidation (including compensation for the services of the liquidating trustee and legal and accounting fees and expenses) and the Company’s liabilities and obligations to creditors (including obligations to Members, if any, other than liabilities for distributions) shall first be paid, or reasonable provisions shall be made for payment thereof, from cash on hand or from the liquidation of the Company properties. The Board also is authorized to hold any funds required to be held in escrow pursuant to the provisions of any agreement for the sale of investments that require such an escrow. If any of the Company’s liability is contingent, conditional or unmatured in amount, a reserve equal to the maximum amount to which the Company could reasonably be held liable shall be established. Upon payment or other discharge of such liability, the amount remaining in such reserve not needed, if any, will be distributed in accordance with the following sentence. After payment or provision for payment of all expenses of liquidation and liabilities and obligations of the Company, the remaining assets of the Company (whether cash or securities) shall be distributed to the Members in accordance with Section 6.1(a). (c) When the Board has complied with the foregoing liquidation plan, the Board, on behalf of all Members, shall execute, acknowledge and cause to be filed a Certificate of Cancellation. SECTION 12.3
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Samples: Subscription Agreement
Liquidation of the Company’s Assets Upon Dissolution. (a) On dissolution, the Company shall be liquidated and wound up in an orderly manner in accordance with the provisions of this Section 12.212.3. The Board may wind up the affairs of the Company or may appoint one or more liquidating trustees (who may be Member(s)) to wind up the affairs of the Company. Subject to Section 13.413.3, the Board is authorized to sell, exchange or otherwise dispose of the assets of the Company, or to distribute the Company’s assets in kind, as the Board shall determine to be in the best interests of the Members. The Board shall use commercially reasonable efforts to complete the liquidation of the Company within a reasonable period of time two years after the dissolution of the Company; provided that such period may be extended for up to two additional one-year periods by the Board. The reasonable out-of-pocket expenses incurred by the Board in connection with winding up the Company (including legal and accounting fees and expenses), all other liabilities or losses of the Company or the Board incurred in accordance with the terms of this Agreement and reasonable compensation for the services of the liquidating trustee shall be borne by the Company. Except as otherwise required by applicable law or for Disabling Conduct, Managers shall not be liable to any Member or the Company for any loss attributable to any act or omission taken in good faith in connection with the winding up of the Company and the distribution of the Company’s assets. The Board or the liquidating trustee, as applicable, may consult with counsel and accountants with respect to winding up the Company and distributing its assets and shall be justified in acting or omitting to act, in accordance with the advice or opinion of such counsel or accountants; provided that the Board or the liquidating trustee, as applicable, shall have used reasonable care in selecting such counsel or accountants.
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