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Common use of Liquidation Upon Dissolution Clause in Contracts

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management Committee, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) First, to the creditors of the Company, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafter, to the Members in proportion to their Member Interest.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Suncom Wireless Property Co, L.L.C.), Limited Liability Company Agreement (Suncom Wireless Property Co, L.L.C.), Limited Liability Company Agreement (Suncom Wireless Property Co, L.L.C.)

Liquidation Upon Dissolution. Upon the dissolution of the CompanyLLC, sole and plenary authority to effectuate the liquidation of the assets of the Company LLC shall be vested in the Management CommitteeMembers, which shall have full power and authority to sell, assign and encumber any and all of the CompanyLLC’s assets and to wind up and liquidate the affairs of the Company LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property LLC distributable upon a dissolution and winding up of the Company LLC shall be applied in the following order of priority: (ai) Firstfirst, to the creditors of the CompanyLLC, including creditors who are Membersmembers, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company LLC (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (bii) Thereafterthereafter, to the Members in proportion to their Member Interestthe Members’ capital contributions as provided above.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Epicor International Holdings, Inc.), Limited Liability Company Agreement (Prelude Systems, Inc.)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management CommitteeManagers, which who shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) Firstfirst, to the creditors of the Company, including creditors who are Membersmembers, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafterthereafter, to the Members in proportion to their Member InterestMember.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (EXCO Resources (XA), LLC), Limited Liability Company Agreement (EXCO Resources (XA), LLC)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management CommitteeMember, which shall have full power and authority to sell, assign and encumber any and all of the Company’s 's assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) Firsta. first, to the creditors of the Company, including creditors who that are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafterb. thereafter, to the Members in proportion to their Member InterestMember.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Chiles Magellan LLC), Limited Liability Company Agreement (Chiles Magellan LLC)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company company shall be vested in the Management CommitteeMember, which who shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) First, to the creditors of the Company, including creditors who are Membersmembers, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafter, to the Members in proportion to their Member InterestMember.

Appears in 1 contract

Samples: Limited Liability Company Agreement (EXCO Resources (XA), LLC)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management CommitteeMember or the Board, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) Firstfirst, to the creditors of the Company, including creditors who are Membersmembers, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafterthereafter, to the Members Member in proportion to their Member Interestits percentage interest in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CDM Environmental & Technical Services LLC)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management CommitteeManager, which who shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) Firstfirst, to the creditors of the Company, including creditors who are Members, in the order of priority provided by lawApplicable Law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafterthereafter, to the Members in proportion to their Member Interestaccordance with ARTICLE VII.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Laredo Oil, Inc.)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management CommitteeMember, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) Firstfirst, to the creditors of the Company, including creditors who are Membersmembers, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafterthereafter, to the Members in proportion to their Member InterestMember.

Appears in 1 contract

Samples: Limited Liability Company Agreement (San Juan Refining Co.)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management Committee, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation Liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding binding up of the Company shall be applied in the following order of priority: (a) First, to the creditors of the Company, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including without limitation, fixed or contingent, matured or unmatured, legal It gal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafter, to the Members in proportion to their Member Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Suncom Wireless Property Co, L.L.C.)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management CommitteeMember, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority:. (a) Firstfirst, to the creditors of the Company, including creditors a creditor who are Membersis the Member, in the order of priority provided by lawlaw or contract, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafterthereafter, to the Members in proportion to their Member InterestMember.

Appears in 1 contract

Samples: Credit Agreement (Range Resources Corp)

Liquidation Upon Dissolution. Upon the dissolution of the CompanyLLC, sole and plenary authority to effectuate the liquidation of the assets of the Company LLC shall be vested in the Management CommitteeMajority in Interest, which shall have full power and authority to sell, assign and encumber any and all of the CompanyLLC’s assets and to wind up and liquidate the affairs of the Company LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property LLC distributable upon a dissolution and winding up of the Company LLC shall be applied in the following order of priority: (ai) Firstfirst, to the creditors of the CompanyLLC, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company LLC (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (bii) Thereafterthereafter, to the Members in proportion to accordance with their Member InterestPercentage Interests.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Sagebrush Gold Ltd.)

Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management CommitteeMember or the Board, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority: (a) Firstfirst, to the creditors of the Company, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (b) Thereafterthereafter, to the Members Member in proportion to their Member Interestits percentage interest in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CDM Environmental & Technical Services LLC)