Common use of LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS Clause in Contracts

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 In the event that the sole remaining Manager has dissolved, withdrawn or becomes bankrupt or legally incapacitated, the Members may, within thirty (30) days after any such occurrence, appoint a person to perform the functions of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.

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 Manager may cause any part or all of the Company assets to be sold in such manner as the Managers Manager shall determine in an effort to obtain the best prices for such assets (provided, however, that with the Managers approval of all of the Members the Manager may distribute Company assets in kind to the Members to on the extent practicablebasis approved by the Members). During the liquidation period, the Managers Manager shall have the right to continue to operate and otherwise to deal with Company property to the same extent the Managers have Manager has such right prior to dissolution of the Company. In the event that the sole remaining Manager has had 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 Managers 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: (1) first, to third party creditorscreditors other than Members and their Affiliates, 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 AffiliatesAffiliates in accordance with the terms of this Agreement, and then to the repayment of any loans (with interest, ) made by any Member to the CompanyCompany in accordance with the terms of this Agreement; (3) then, an amount equal to reserves as the then remaining positive balances in the Capital Accounts Members deem 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 Members may deem advisable, such reserves shall be distributed to the Members in proportion Members, pursuant to the amount of such balancesclause (4); and (4) then, any remainder shall be distributed to the Members, pro rata, Members in accordance with their respective Sharing RatiosSection 7.6. Notwithstanding the foregoing, no distributions shall be made pursuant to this Section 9.2 11.4 before giving effect to the allocations of Profitsprofits, Losses losses and other items, pursuant to Section 6.27.2.

LIQUIDATION; SALE OF SUBSTANTIALLY ALL OF THE ASSETS. (a) Subject to the restrictions and limitations contained in this Agreement, upon dissolution of the Company Company, the Managers Manager may cause any part or all of the Company assets to be sold in such manner as the Managers Manager shall determine in an effort to obtain the best prices for such assets (provided, however, that the Managers Manager may distribute Company assets in kind to the Members to the extent practicable). During the liquidation period, the Managers Manager shall have the right to continue to operate and otherwise to deal with Company property to the same extent the Managers have Manager has 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 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: (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 6.25.2.

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: (1i) first, ; to third party creditors, in the order of priority as provided by law; (2ii) 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; (3iii) 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 (4iv) 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.

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.

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 Managers 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 setting 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 of their respective Affiliates, and then to the repayment of any loans loss 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 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.

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 the 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.