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 In the event that the sole remaining Manager has dissolved, withdrawn or becomes bankrupt or legally incapacitated, the Members may, within thirty (30) days after any such occurrence, appoint a person to perform the functions of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

Appears in 6 contracts

Samples: Company Agreement (Environmental Procedures Inc), Company Agreement (Golfsmith International Holdings Inc), Company Agreement (Golfsmith International Holdings Inc)

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 In the event that the sole remaining Manager has had dissolved, withdrawn or becomes bankrupt or legally incapacitated, all of the Members may, within thirty (30) days after any such occurrence, appoint a person to perform the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

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Storage Usa Inc), Limited Liability Company Agreement (Susa Partnership Lp)

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 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Camden Property Trust)

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.

Appears in 1 contract

Samples: Company Agreement (Golfsmith International Holdings Inc)

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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 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (At Track Communications Inc)

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.

Appears in 1 contract

Samples: Company Agreement (Golfsmith International Holdings Inc)

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