LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS Sample Clauses

LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon dissolution of the Company the Managers may cause any part or all of the Company assets to be sold in such manner as the Managers shall determine in an effort to obtain the best prices for such assets (provided, however, that the Managers may distribute Company assets in kind to the Members to the extent practicable). During the liquidation period, the Managers shall have the right to continue to operate and otherwise to deal with Company property to the same extent the Managers have such right prior to dissolution of the Company. In the event that the sole remaining Manager has dissolved, withdrawn or becomes bankrupt or legally incapacitated, the Members may, within thirty (30) days after any such occurrence, appoint a person to perform the functions of the Managers in liquidating the assets of the Company and winding up its affairs. (b) In settling accounts after dissolution, the assets of the Company shall be paid or distributed in the following order: (1) first, to third party creditors, in the order of priority as provided by law; (2) then, to the Members and their respective Affiliates for any fees or other compensation or any unreimbursed costs and expenses owing to the Members or their respective Affiliates, and then to the repayment of any loans with interest, made by any Member to the Company; (3) then, an amount equal to the then remaining positive balances in the Capital Accounts of the Members shall be distributed to the Members in proportion to the amount of such balances; and (4) then, any remainder shall be distributed to the Members, pro rata, in accordance with their respective Sharing Ratios. Notwithstanding the foregoing, no distributions shall be made pursuant to this Section 9.2 before giving effect to the allocations of Profits, Losses and other items, pursuant to Section 6.2.
Sample 1Sample 2Sample 3See All (11)
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LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon dissolution of the Partnership Operator GP shall cause any part or the Partnership assets to be sold in such manner as General Partners shall determine in an effort to obtain the best prices for such assets (provided that, with the prior written approval of the General Partners, the Operator GP may distribute Partnership assets in kind to the Partners on the basis approved by the Partners). During the liquidation period, the General Partners shall have the right to continue to operate and otherwise to deal with Partnership property to the same extent they had such right prior to dissolution of the Partnership. In the event that Operator GP has dissolved, withdrawn or becomes bankrupt or legally incapacitated, Investor GP may, within thirty (30) days after any such occurrence, appoint a Person to perform the functions of Operator GP in liquidating the assets of the Partnership and winding up its affairs. (b) In settling accounts after dissolution, the assets of the Partnership shall be paid or distributed in the following order: (i) first, to creditors other than Partners and their Affiliates, in the order of priority provided by law; (ii) then, to the Partners and their respective Affiliates for any fees or other compensation or any unreimbursed costs and expenses owing to the Partners or their respective Affiliates in accordance with the terms of this Agreement, and then to the repayment of any loans (with interest) made by any Partner to the Partnership in accordance with the terms of this Agreement; (iii) then, to Reserves as the Partners deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership. Such Reserves may be paid over by Operator GP to a bank, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the General Partners may deem advisable, such Reserves shall be distributed to the Limited Partners, pursuant to clause (iv); and (iv) then, to the Limited Partners in accordance with Sections 5.2 and 5.3.
Sample 1See All (4)
LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon dissolution of the Company, the Manager shall cause any part or all of the Company Assets to be sold in such manner as the Manager shall determine in an effort to obtain the best prices for such assets (provided that, with the approval of all of the Members, the Manager may distribute Company Assets in kind to the Members on the basis approved by the Members). During the liquidation period, the Manager shall have the right to continue to operate and otherwise to deal with Company property to the same extent the Manager had such right prior to dissolution of the Company. In the event that the Manager has dissolved, withdrawn or becomes bankrupt or legally incapacitated, all of the Members may, within thirty (30) days after any such occurrence, appoint a Person to perform the functions of the Manager in liquidating the assets of the Company and winding up its affairs. (b) In settling accounts after dissolution, the assets of the Company shall be paid or distributed in the following order: (i) first, to creditors other than Members and their Affiliates, in the order of priority provided by law; (ii) then, to the Members and their respective Affiliates for any fees or other compensation or any unreimbursed costs and expenses owing to the Members, the Manager or their respective Affiliates in accordance with the terms of this Agreement, and then to the repayment of any loans (with interest), including any Default Loans, Priority Loans or Advancement Loans, made by any Member to the Company in accordance with the terms of this Agreement; (iii) then, to contingency reserves as the Executive Committee deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Such reserves may be paid over by the Manager to a bank, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Executive Committee may deem advisable, such reserves shall be distributed to the Members, pursuant to clause (iv); and (iv) then, to the Members in accordance with Section 5.3.
Sample 1
LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon dissolution of the Company, the Board may cause any part or all of the Company assets to be sold in such manner as the Board determines in an effort to obtain commercially reasonable prices for such assets (provided, however, that the Board may distribute Company assets in kind to the Members to the extent practicable, as and to the extent requested in writing by a Member without objection in writing by any other Members, within 30 days following receipt by such other Member of such written request). During the liquidation period, the Board may continue to operate and otherwise to deal with Company property to the same extent it has such right prior to the dissolution of the Company. (b) In settling accounts after dissolution, the assets of the Company will be paid or distributed in the following order: (1) first, to creditors of the Company (including Members, Managers and any Affiliate of any Member or Manager, whether pursuant to the Credit Agreement or otherwise), in the order of priority as provided by applicable Laws (and in the case of the Members, in accordance with the Credit Agreement); and (2) then, any remainder will be distributed to the Members, pro rata, in accordance with their respective Sharing Ratios. Notwithstanding the foregoing, no Distributions will be made pursuant to this Section 8.2(b) before giving effect to the allocations of Profits, Losses and other items, pursuant to Section 5.2. It is the intention of the parties hereto that liquidating distributions of the Company be made in accordance with the positive Capital Accounts of the Members, to the extent possible. Items of income, gain, loss and deduction for the year of liquidation (including items of gross income) shall be allocated to cause the positive balances of the Capital Accounts of the Members to be equal to the amount which each Member is entitled to receive pursuant to Section 8.2(b)(2).
Sample 1

Related to LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS

  • Merger, Consolidation or Sale of All or Substantially All Assets (a) The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its consolidated properties or assets taken as a whole, in one or more related transactions, to any Person unless: (1) the Company is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; (2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes and the Security Documents pursuant to supplemental indentures or other documents or instruments; (3) immediately after such transaction, no Default exists; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (A) the Successor Company or the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test, or (B) the Fixed Charge Coverage Ratio for the Company would be greater than the Fixed Charge Coverage Ratio for the Company immediately prior to such transaction; (5) each Guarantor, unless it is a Subsidiary Guarantor that is the other party to the transactions described above, in which case clause (1) of Section 5.01(b) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Security Documents; and (6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures, if any, comply with this Indenture. (b) The Successor Company will succeed to, and be substituted for the Company under this Indenture and the Notes. Notwithstanding the foregoing, (1) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate or amalgamate with or merge into or transfer all or part of its properties and assets to the Company or any Restricted Subsidiary, (2) any Subsidiary Guarantor may consolidate or amalgamate with or merge into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor (or to a Restricted Subsidiary if that Restricted Subsidiary becomes a Subsidiary Guarantor); and (3) the Company may transfer all or part of its property or assets to a Subsidiary Guarantor. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, (1) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; and (2) Holdings may consolidate or amalgamate with or merge into the Company; provided that if the Company has a new direct holding company parent following such consolidation, amalgamation or consolidation that guarantees the Senior Credit Facilities, such parent company will, within 30 days of such guarantee, become a guarantor of the Notes on the same terms as Holdings.

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

  • Merger or Sale of Assets In the event that the Company shall effect (i) any consolidation or merger of the Company with or into any other person in which those holding more than 50% of the voting power of the Company prior to the consolidation or merger no longer hold more than 50% of the voting power of the surviving entity, or (ii) the sale or other disposition of all or substantially all of the Company's assets to any other person, in such a way that the holders of Common Stock shall be entitled to receive cash, securities, evidences of indebtedness or other property with respect to or in exchange for their shares of Common Stock, then, in each such event and as a condition precedent to the consummation thereof, the Company or such other person as is formed by or survives such consolidation or merger or acquires such assets, as the case may be, shall execute and deliver to the Holder, without payment of any additional consideration therefor, a new Warrant (in form and substance approved by the Holder, which approval shall not be unreasonably withheld or delayed) providing that the Holder shall have the right thereafter, during the period such Warrant shall remain outstanding, to exercise such Warrant into the kind and amount of cash, securities, evidences of indebtedness and other property as the Holder would have received had the Holder been the record owner, at the time of such consolidation, merger, sale or disposition, of that number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the consummation of such consolidation, merger, sale or disposition. If the holders of the Common Stock may elect from choices the kind and/or amount of cash, securities, evidences of indebtedness and other property receivable upon such consolidation, merger, sale or disposition, then, for purposes of this Section 3(d), the kind and amount of cash, securities, evidences of indebtedness and other property receivable by the Holder upon exercise of such new Warrant shall be specified by the Holder, which specification shall be made by the Holder by the later of (I) ten (10) business days after the Holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, or (II) the last time at which the holders of Common Stock are permitted to make their specifications known to the Company; provided, however, that if the Holder fails to make any specification within such time period, the Holder's choice shall be deemed to be whatever choice is made by a plurality of the holders of Common Stock not affiliated with the Company or, in the case of a consolidation, merger, sale or disposition, the other parties thereto. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The foregoing provisions shall similarly apply to successive consolidations, mergers or asset acquisitions.

  • Consolidation, Merger or Sale of Assets Nothing in this Agreement shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation which assumes this Agreement, and all obligations of the Company hereunder, in writing. Upon such consolidation, merger, or transfer of assets and assumption, the term "the Company" as used herein, shall mean such other corporation and this Agreement shall continue in full force and effect, subject to the provisions of Paragraph 6 hereof.

  • Assets The School shall maintain a complete and current inventory of all of its property and shall update the inventory annually. The School shall take all necessary precautions to safeguard assets acquired with public funds.

  • 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.

  • Merger, Consolidation and Sale of Assets Except as provided in Section 11.7, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by two- thirds of the Trustees and approved by a Majority Shareholder Vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the State of Delaware.

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

  • MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

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