Common use of Liquidation Upon Dissolution Clause in Contracts

Liquidation Upon Dissolution. Upon the dissolution of the LLC, subject to the Members' right to elect to continue the business of the LLC pursuant to Section 7.01 hereof, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested (a) in LUK for so long as LUK's Preferred Capital interest in the LLC shall remain outstanding, and if such Preferred Capital interest shall have been extinguished, (b) in HFC, which party shall have full power and authority to sell, assign and encumber any and all of the LLC's assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority: (i) first, to the creditors of the LLC, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (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 (ii) thereafter, in accordance with the provisions of Article IV hereof.

Liquidation Upon Dissolution. Upon the dissolution of the LLC, subject to the Members' right to elect to continue the business of the LLC pursuant to Section 7.01 hereof, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested (a) in LUK for so long as LUK's Preferred Capital interest in the LLC shall remain outstanding, and if such Preferred Capital interest shall have been extinguished, (b) in HFC, which party shall have full power and authority to sell, assign and encumber any and all of the LLC's assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority: : (i) first, to the creditors of the LLC, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (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 (ii) thereafter, in accordance with the provisions of Article IV hereof.. SECTION

Liquidation Upon Dissolution. (a) Upon the dissolution of the LLC, subject to the Members' right to elect to continue the business of the LLC pursuant to Section 7.01 hereofCompany, sole and plenary authority to effectuate the liquidation of the assets of the LLC Company shall be vested (a) in LUK for so long as LUK's Preferred Capital interest in the LLC shall remain outstanding, and if such Preferred Capital interest shall have been extinguished, Members (b) in HFC, which party the “Liquidators”). The Liquidators shall have full power and authority to sell, assign and encumber any and all of the LLC's Company’s assets and to wind up and liquidate the affairs of the LLC Company in an orderly and business-like manner. . (b) The Liquidators shall determine, in their sole discretion, the fair market value of all assets of the Company as at the date of distribution of such assets and the profits and losses resulting from such distribution shall be allocated in accordance with Section 14 hereof. (c) The proceeds of liquidation of the assets of the LLC Company distributable upon a dissolution and winding up of the LLC Company shall be applied in the following order of priority: (i) first, to the creditors of the LLCCompany, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC 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 (ii) thereafter, to the Members in accordance with the provisions of Article IV hereoftheir positive Capital Account balances.