Liquidation, Winding Up and Distribution of Assets. The Management Committee shall, upon dissolution of the Company, proceed to liquidate the Company’s assets and properties, discharge the Company’s obligations, and wind up the Company’s business and affairs as promptly as is consistent with obtaining the fair value thereof; provided, however, that in the event the Management Committee determines that an immediate sale of all or any portion of the Company’s assets and properties would cause undue loss to the Members, the Management Committee, in order to avoid such loss and to the extent not then prohibited by the Act, may either (i) defer liquidation of and withhold from distribution for a reasonable time any Company assets except those necessary to satisfy, including the provision of reasonable reserves for, the Company’s debts and obligations, or (ii) distribute the Company assets to the Members in kind in a manner otherwise in accordance with the distribution procedure of this Section 12.2. The proceeds of liquidation of the Company’s assets, to the extent sufficient therefor, shall be applied and distributed as follows:
Appears in 5 contracts
Samples: Letter Agreement (Bioceres S.A.), Letter Agreement (Bioceres S.A.), Letter Agreement (Bioceres S.A.)
