Common use of Liquidation Procedures Clause in Contracts

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.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

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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 the order 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.

Appears in 1 contract

Samples: Operating Agreement (E Trade Group Inc)

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 the order of priority established by law;; 11 (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.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (E Trade Group Inc)

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Liquidation Procedures. Upon termination of the Company in accordance with Article II: (a) The affairs of the Company shall be wound up and up, the Company shall be dissolved. The Managing Members dissolved and the Board of Managers shall serve as the liquidatorsappoint a liquidator. (b) Distributions in dissolution may be made in cash or in kind or partly in cash and partly in kind. (c) The Managing Members liquidator shall use their his, her or its 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(i) to the creditors of the Company in theorder the order of priority established by law; 2(ii) to the Members, Members in respect of the positive balances in their Capital Accounts, Accounts after all Net Income or Net Loss arising upon the liquidation (including amounts arising in connection with a distribution of Securities) has have been allocated among the Members.

Appears in 1 contract

Samples: Operating Agreement (OCM Growth Holdings LLC)

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