Liquidation Upon Dissolution and Winding Up Clause Samples

Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Members shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities, all remaining assets shall be distributed to the Members or their representatives by the end of the taxable year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation) in proportion to the positive balances of their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year during which the liquidation occurs (other than

Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Members shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts and liabilities, all remaining assets shall be distributed to the Members or their representatives by the end of the taxable year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation) in proportion to the positive

Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Board shall wind up the affairs of the Company. A full accounting of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act and in accordance with Exhibit E. With approval of Members holding a two-thirds (2/3) majority of the Voting Interests, the Company may, in the process of winding up the Company, elect to distribute certain property in kind.‌

Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the remaining member(s) shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be liquidated and the business wound up as promptly as possible by either or both of the following methods: (i) selling the assets and applying the proceeds thereof as hereinafter provided; or (ii) if all remaining members shall agree, retaining the assets, adjusting the capital accounts of the members in accordance with Article 5 to reflect a deemed sale of such assets at their aggregate Book Value as of the date of dissolution and applying such assets as hereinafter provided. The proceeds of any liquidation or the retained assets of the Company shall be applied as follows: (i) first, to the expenses of dissolution and winding up; (ii) second, to the debts and liabilities of the Company to third parties, if any, in the order of priority provided by law; (iii) third, a reasonable reserve shall be set up to provide for any contingent or unforeseen liabilities or obligations of the Company to third parties (to be held and disbursed, at the discretion of the liquidating member(s), by an escrow agent selected by the liquidating member(s)) and at the expiration of such period as the liquidating member(s) may deemed advisable the balance remaining in such reserve shall be distributed as provided herein; (iv) fourth, to debts of the Company to the members or their affiliates and any fees and reimbursements payable under this Agreement to the members or their affiliates; (v) fifth, to the members in proportion to and to the extent of their positive capital account balances; and (vi) sixth, any balance to the members in accordance with Section 5.2(b).

Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the LLC, the Managers shall wind up the affairs of the LLC. A full account of the assets and liabilities of the LLC shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Oregon Limited Liability Company Act. With approval by vote of the Members, the LLC may, in the process of winding up the LLC, elect to distribute certain property in kind.

Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the LLC, the Members shall wind up the affairs of the LLC. A full account of the assets and liabilities of the LLC shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied in payment or reserves for liabilities and obligations of the LLC as required by the Oregon Limited Liability Company Act, then to the holders of Preferred Equity Units in satisfaction of the par value of the Preferred Equity Units, then to the holders of Preferred Equity Units in the amount of any Deferred PERR Payments, then the amount of accumulated but unpaid Preferred Equity Unit Return shall be paid to the holders of Preferred Equity Units or (to the extent applicable) to those subrogated to their rights, and then the balance shall be distributed to the holders of Common Equity Units in accordance with their percentage ownership interest in Common Equity Units (number of Common Equity Units owned by the Member divided by number of Common Equity Units owned by all Members). With approval by vote of the Members, the LLC may, in the process of winding up the LLC, elect to distribute certain property in kind.