Liquidation Procedures. Upon the expiration of the term of the Partnership or the earlier dissolution of the Partnership in accordance with the provisions of Section 7.2 or Section 7.3, the Partnership shall be liquidated in accordance with the following procedures:
Liquidation Procedures. The Company will be dissolved only upon the written election of the Member. On dissolution of the Company, the Board of Managers will promptly wind up and terminate the business and affairs of the Company. The Member agrees to execute or cause to be executed all documents required in connection with the dissolution, termination and winding up of the Company. A reasonable period of time will be allowed for the orderly termination of the Company’s business, discharge of the Company’s liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the losses from the liquidation process. The Company’s property and assets and/or the proceeds from the liquidation thereof will be paid, applied and/or distributed in the following order of priority:
Liquidation Procedures. Upon termination of the Company pursuant to Article 5, the affairs of the Company shall be wound up and the Company shall be dissolved. As part of the winding up of the Company, a proper accounting shall be made of the net profit or net loss of the Company from the date of the last previous accounting to the date of termination.
Liquidation Procedures. 9.4.1 Upon dissolution of the Partnership the General Partner or, if there is no General Partner, such Person or Persons as the Limited Partner shall designate as liquidating trustees shall commence immediately to wind up the affairs of the Partnership. The General Partner or such liquidating trustees shall use their best judgment as to when to dispose of the Partnership's assets or to make distributions in-kind in order to maximize the return to the Partners from such assets.
9.4.2 The assets of the Partnership remaining after payment of the costs and expenses of winding up shall be applied in the following priority:
(a) To payment of the costs and expenses of the winding up, liquidation and termination of the Partnership;
(b) To the creditors of the Partnership, other than Partners, all amounts due them from the Partnership in the order of priority established by law;
(c) To the Partners, all amounts due them in repayment of any loans to the Partnership pursuant to Section 3.3;
(d) To the establishment of any reserves deemed appropriate by the General Partner or liquidating trustees for any liabilities or obligations of the Partnership, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the General Partner or liquidating trustees deems appropriate, will be distributed in the manner provided in Section 9.4.2(e); and,
(e) To the payment to the Partners of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations and distributions under Article 4 for all prior periods, including the period during which the process of liquidation occurs. If the General Partner or the liquidating trustees, in their sole discretion, deem it not feasible or desirable to liquidate to each Partner its allocable share of each asset to be distributed in-kind, the General Partner or the liquidating trustees may allocate and distribute specific assets to one or more Partners as the General Partner or the liquidating trustees shall reasonably determine to be fair and equitable, taking into consideration, among other things, the value of the assets, the indebtedness secured by the assets and the tax consequences of the proposed distribution upon each of the Partners. Any distributions in-kind shall be subject to such conditions relating to the disposition and management thereof as the General Partner or the ...
Liquidation Procedures. With respect to the liquidation of any Collateral Debt Security pursuant to Section 5, the Liquidator shall provide a notice in writing of such of liquidation to the parties at least six Business Days prior to such liquidation and (1) Taberna (or its designee) shall have the right to purchase from MLI such Collateral Debt Security being so liquidated at a price equal to the greater of (A) the sum of (i) the fair market value of such Collateral Debt Security (as determined by the Liquidator in good faith, which determination shall be conclusive and binding on the parties hereto absent manifest error), plus (ii) if applicable and a positive number, the Notional Hedge Adjustment, and (B) the Designated Purchaser Purchase Price, if Taberna provides a notice in writing that it (or its designee) shall so purchase such Collateral Debt Security to MLI at least three Business Days prior to such liquidation and (2) if Taberna does not exercise its right to purchase such Collateral Debt Securities pursuant to clause (1) above, the Liquidator shall within the Liquidation Period (as defined below) following the event giving rise to such liquidation (A) obtain bids from (i) three leading dealers in subordinated debt or trust preferred securities which are not affiliates of MLI (such dealers, the “Market Makers”) and (ii), if Taberna desires, from Taberna, to purchase such Collateral Debt Security; (B) notify each party hereto of all such bids; and (C) sell such Collateral Debt Security to the highest bid received from (x) the Market Maker providing the highest bid price; (y) in the event that two or more Market Makers solicited provide an identical bid, any such Market Maker selected by the Liquidator in its reasonable business judgment (collectively, the “Liquidation Procedures”) or (z) if Taberna provides the highest bid, to Taberna or its designee. Simultaneously with the liquidation of any Collateral Debt Security hereunder, MLI shall terminate the related Hedge Agreement, if any, entered into in respect of such Collateral Debt Security.
Liquidation Procedures. (a) The dissolution and liquidation of the Company shall be conducted in accordance with then applicable PRC Law and the provisions of this Contract and the Articles of Association.
(b) If the termination of the Company results from its merger, consolidation or other business combination with another Person, the assets and liabilities of the Company shall be transferred, assumed and valued as provided in the contractual arrangements with respect to such merger, consolidation or other business combination and applicable PRC Law.
(c) When the dissolution of the Company occurs otherwise than under the circumstances set forth in Section 16.4(b), the Board shall formulate liquidation procedures and principles, publish an announcement of the liquidation in accordance with relevant regulations, provide written notice of the liquidation to creditors of the Company and establish a liquidation committee (the “Liquidation Committee”). The Liquidation Committee shall be composed of four (4) members. Each Party shall have the right to appoint two (2) members of the Liquidation Committee. Subject to the provisions of Section 16.3, within ten (10) Business Days after the Board adopts a motion to dissolve the Company, each Party shall deliver a notice to the other Party stating the names of the members that it has appointed to the Liquidation Committee pursuant to its right set forth in this Section 16.4(c) and shall attach to such notice documentation evidencing that each such member has consented to serve on the Liquidation Committee. If either Party (the “Non-Appointing Party”) fails to deliver such notice within such ten (10) Business Day period, then the other Party shall have the right to appoint each member that has not been appointed within such ten (10) Business Day period by the Non-Appointing Party. Each member of the Liquidation Committee shall have one (1) vote. A quorum for convening a meeting of the Liquidation Committee shall be three (3) members. If such quorum is not present within one (1) hour after the time appointed for the commencement of the meeting, the meeting shall be adjourned to such place and time (which is at least ten (10) days later or such earlier date as shall be agreed by all of the members of the Liquidation Committee) as the members who did attend shall decide. If a quorum is not present within one (1) hour after the time appointed for such adjourned meeting, any number of members of the Liquidation Committee shall constitute a quorum....
Liquidation Procedures. Upon expiration of the Partnership Term or upon the occurrence of an event of dissolution described in Section 2.2:
(a) The affairs of the Partnership shall be wound up.
(b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind. To the extent not inconsistent with Section 12.4, each Security (and each class of Securities, or portion of a class of Securities having a tax basis per share or unit different from other portions of such class) distributed in kind shall be distributed ratably in accordance with the General Partner’s and the Limited Partners’ Capital Account balances unless such distribution would result (i) in a violation of a law or regulation applicable to a Partner or a tax penalty to a Partner, in which event, upon receipt by the General Partner of notice to such effect, such Partner may designate a different entity to receive the distribution, or designate, subject to the approval of the General Partner, an alternative distribution procedure at the expense of such Partner or (ii) in a distribution of fractional shares. Each such Security shall be valued at fair market value as of the date of distribution and shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of the assets distributed, or for legal reasons.
(c) The General Partner shall use its best judgment as to the most advantageous time for the Partnership to sell investments or to make distributions in kind.
(d) The proceeds of dissolution shall be applied to the satisfaction of liabilities of the Partnership (whether by payment or reasonable provision for payment thereof) in the following order, except as otherwise required by law:
(i) to the creditors of the Partnership, including Partners who are creditors, to the extent otherwise permitted by law;
(ii) to any reserves that the General Partner reasonably deems necessary for contingent or unforeseen liabilities or obligations of the Partnership (which reserves, when they become unnecessary, shall be distributed as set forth in clause (iii) below); and.
(iii) to the Partners, in respect of the positive balances in their Capital Accounts.
Liquidation Procedures. Upon termination of the Company in accordance with Article II:
a) The affairs of the Company shall be wound up and the Company shall be dissolved. The Managing Members shall serve as the liquidators.
b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind.
c) The Managing Members shall use their best judgment as to the most advantageous time for the Company to sell investments or to make distributions in kind provided that any such sales shall be made as promptly as is consistent with obtaining the fair value thereof.
d) The proceeds of dissolution shall be applied to payment of liabilities of the Company and distributed to the Members in the following order:
1) to the creditors of the Company in theorder of priority established by law;
2) to the Members, in respect of the positive balances in their Capital Accounts, after all Net Income or Net Loss arising upon the liquidation (including amounts arising in connection with a distribution of Securities) has been allocated among the Members.
Liquidation Procedures. The costs of liquidation shall be borne as a Company expense. Until final Distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows:
(i) As promptly as possible after dissolution and again after final liquidation, the liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.
(ii) The liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder.
(iii) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all obligations then outstanding with respect to the PCTEL Line of Credit and all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine).
(iv) The balance, if any, of the Company’s remaining assets shall be distributed to the Members in the order and priority set forth in Section 5.3; provided, however, that in connection with a liquidation following a Failed Venture Election, (a) the Company’s intellectual property, and all tangible personal property containing same, shall be conveyed to PCTEL, and all Members shall execute such agreements and instruments as may reasonably be required to vest or confirm title to same in PCTEL, without payment of additional consideration, and (b) PCTEL and Eclipse shall enter into a license agreement substantially in the form attached as Exhibit D, with the license fees and royalties thereunder to be determined upon liquidation by a mutually-acceptable intellectual property appraisal service (the “Intellectual Property License Agreement”). Distributions pursuant to this Section 10.2(B) shall be made by the end of the Taxable Year of the Company during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation). Unless the liquidation follows a Failed Venture Election, the liquidator(s) shall cause only cash, evidences ...
Liquidation Procedures. 21.3.1 In the event that this Contract is terminated in accordance with Clause 21.1, the Parties shall procure that the General Meeting shall unanimously agree to dissolve the Company and the Company shall be dissolved and liquidated in accordance with this Clause 21.3. In case of any deadlock, the provisions of Clause 10.5 shall apply.
21.3.2 The Board shall conduct a thorough examination of the Company’s assets and liabilities and shall develop a liquidation plan which, if approved by the Parties, shall be executed under the Board’s supervision.
21.3.3 Prior to sale of the Company’s assets, the proprietary technology, technical documentation and related equipment licensed or made available by e.GO or its Affiliate to the Company shall be returned to e.GO, and all leased, borrowed or mortgaged equipment shall be returned to their respective owners. The Board shall then offer for sale the remaining assets of the Company and shall use every effort to obtain the highest possible price for such assets. Consideration shall be given to sale of the Company’s assets by public auction open to domestic and foreign bidders with a view towards sales at international market prices.
21.3.4 After the liquidation or division of the Company’s assets and the settlement of all of its outstanding debts, the balance of its assets shall be promptly paid to the Parties in proportion to their respective Equity Interest then in the Company.
