Common use of Methods of Liquidation Clause in Contracts

Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Company assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made by the Company Accountants, and the affairs of the Company shall be wound up and terminated. The Manager shall serve as the liquidating trustee of the Company unless Cxxx is an Affiliate of the Manager and (i) Cxxx has caused the dissolution pursuant to a Bankruptcy Event of Cxxx or (ii) Cxxx is the sole Defaulting Member, in which case the Acquisition Members shall designate a liquidating trustee. The liquidating trustee shall be responsible for winding up and terminating the affairs of the Company and shall determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as it deems advisable and proper; provided, however, that all decisions of the liquidating trustee shall be made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee thereafter shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, allocate any resulting Net Profit or Net Loss in accordance with Section 9.6 and apply the proceeds therefrom in accordance with the following: (a) First, to the payment of the debts and liabilities of the Company, other than to the Members, and to the expenses of liquidation in the order of priority as provided by law; then (b) Second, to the establishment of, or addition to, any reserves deemed necessary by the liquidating trustee, for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall be paid over to a bank or other escrow agent to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the liquidating trustee deems advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 9.2; then (c) Third, to the repayment of any liabilities or debts of the Company to any of the Members, pro rata to the respective outstanding balances of such liabilities or debts; and then (d) Fourth, to the Members in accordance with Section 8.3. The foregoing notwithstanding, any decisions with respect to the liquidation of the Company other than those of a ministerial nature shall be deemed to be Major Decisions.

Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Company assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made by the Company Accountants, and the affairs of the Company shall be wound up and terminated. The Manager Managing Member shall serve as the liquidating trustee of the Company unless Cxxx is an Affiliate of the Manager and (i) Cxxx Managing Member has caused the dissolution pursuant to a Bankruptcy Event of Cxxx the Managing Member or (ii) Cxxx the Managing Member is the sole Defaulting Non-Contributing Member, in which case the Acquisition Members other Member shall designate a liquidating trustee. The liquidating trustee shall be responsible for winding up and terminating the affairs of the Company and shall determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as it deems advisable and proper; provided, however, that all decisions of the liquidating trustee shall be made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members; provided further that any action which would constitute a Major Decision under this Agreement shall require the approval of both Members to the extent required pursuant to Article IV of this Agreement. The liquidating trustee thereafter shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, allocate any resulting Net Profit or Net Loss in accordance with Section 9.6 and apply the proceeds therefrom therefrom, to the extent sufficient therefor, shall be applied and distributed in accordance with the following: (a) First, to the payment of the debts and liabilities of the Company, other than to the Members, and to the expenses of liquidation in the order of priority as provided by law; then (b) Second, to the establishment of, or addition to, any reserves deemed necessary by the liquidating trustee, for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall be paid over to a bank or other escrow agent to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the liquidating trustee deems advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 9.2; then (c) Third, to the repayment of any liabilities or debts of the Company to any of the Members, Members pro rata to the respective outstanding balances of such liabilities or debts; and then (d) Fourth, to the Members with positive Capital Account balances, in accordance with Section 8.3. The foregoing notwithstanding, any decisions with respect proportion to and to the liquidation of the Company other than those of a ministerial nature shall be deemed to be Major Decisionsextent thereof.

Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Company assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made by the Company Accountants, and the affairs of the Company shall be wound up and terminated. The Manager shall serve as the liquidating trustee of the Company unless Cxxx Columbia is an Affiliate of the Manager and (i) Cxxx Columbia has caused the dissolution pursuant to a Bankruptcy Event of Cxxx Columbia or (ii) Cxxx Columbia is the sole Defaulting Member, in which case the Acquisition Members CCDRC shall designate a liquidating trustee. The liquidating trustee shall be responsible for winding up and terminating the affairs of the Company and shall determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as it deems advisable and proper; provided, however, that all decisions of the liquidating trustee shall be made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee thereafter shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, allocate any resulting Net Profit or Net Loss in accordance with Section 9.6 and apply the proceeds therefrom therefrom, to the extent sufficient therefor, shall be applied and distributed in accordance with the following: (a) First, to the payment of the debts and liabilities of the Company, other than to the Members, and to the expenses of liquidation in the order of priority as provided by law; then (b) Second, to the establishment of, or addition to, any reserves deemed necessary by the liquidating trustee, for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall be paid over to a bank or other escrow agent to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the liquidating trustee deems advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 9.2; then (c) Third, to the repayment of any liabilities or debts of the Company to any of the Members, pro rata to the respective outstanding balances of such liabilities or debts; and then (d) Fourth, to the Members in accordance with proportion to, and to the extent of, the positive balances in their respective Capital Accounts, as adjusted pursuant to Section 8.38.2. The foregoing notwithstanding, any decisions with respect to the liquidation of the Company other than those of a ministerial nature shall be deemed to be Major Decisions.

Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Company assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made by the Company Accountants, and the affairs of the Company shall be wound up and terminated. The Manager shall serve as the liquidating trustee of the Company unless Cxxx CE is serving as the Manager or is an Affiliate of the Manager and (i) Cxxx CE has caused the dissolution pursuant to a Bankruptcy Event of Cxxx CE or (ii) Cxxx CE is the sole Defaulting Member, in which case the Acquisition Members WARC shall designate a liquidating trustee. The liquidating trustee shall be responsible for winding up and terminating the affairs of the Company and shall determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as it deems advisable and proper; provided, however, that all decisions of the liquidating trustee shall be made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee thereafter shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, allocate any resulting Net Profit or Net Loss in accordance with Section 9.6 and apply the proceeds therefrom in accordance with the following: (a) First, to the payment of the debts and liabilities of the Company, other than to the Members, and to the expenses of liquidation in the order of priority as provided by law; then (b) Second, to the establishment of, or addition to, any reserves deemed necessary by the liquidating trustee, for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall be paid over to a bank or other escrow agent to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the liquidating trustee deems advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 9.2; then (c) Third, to the repayment of any liabilities or debts of the Company to any of the Members, pro rata to the respective outstanding balances of such liabilities or debts; and then (d) Fourth, to the Members in accordance with proportion to, and to the extent of, the positive balances in their respective Capital Accounts, as adjusted pursuant to Section 8.39.6. The foregoing notwithstanding, any decisions with respect to the liquidation of the Company other than those of a ministerial nature shall be deemed to be Major Decisions.

Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Company assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made by the Company Accountants, and the affairs of the Company shall be wound up and terminated. The Manager shall serve as the liquidating trustee of the Company unless Cxxx is an Affiliate of the Manager and (i) Cxxx has caused the dissolution pursuant to a Bankruptcy Event of Cxxx or (ii) Cxxx is the sole Defaulting Member, in which case the Acquisition Members CCDRC shall designate a liquidating trustee. The liquidating trustee shall be responsible for winding up and terminating the affairs of the Company and shall determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as it deems advisable and proper; provided, however, that all decisions of the liquidating trustee shall be made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee thereafter shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, allocate any resulting Net Profit or Net Loss in accordance with Section 9.6 and apply the proceeds therefrom therefrom, to the extent sufficient therefor, shall be applied and distributed in accordance with the following: (a) First, to the payment of the debts and liabilities of the Company, other than to the Members, and to the expenses of liquidation in the order of priority as provided by law; then (b) Second, to the establishment of, or addition to, any reserves deemed necessary by the liquidating trustee, for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall be paid over to a bank or other escrow agent to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the liquidating trustee deems advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 9.2; then (c) Third, to the repayment of any liabilities or debts of the Company to any of the Members, pro rata to the respective outstanding balances of such liabilities or debts; and then (d) Fourth, to the Members in accordance with proportion to, and to the extent of, the positive balances in their respective Capital Accounts, as adjusted pursuant to Section 8.38.2. The foregoing notwithstanding, any decisions with respect to the liquidation of the Company other than those of a ministerial nature shall be deemed to be Major Decisions.

Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Company assets, liabilities, liabilities and operations through the last day of the month in which the dissolution occurs shall be made by the Company AccountantsManaging Member, and the affairs of the Company shall be wound up and terminated. The Manager Managing Member shall serve as the liquidating trustee of the Company unless Cxxx is an Affiliate of the Manager and (i) Cxxx has caused the dissolution pursuant to a Bankruptcy Event of Cxxx or (ii) Cxxx is the sole Defaulting Member, in which case the Acquisition Members shall designate a liquidating trusteeCompany. The liquidating trustee shall be responsible for winding up and terminating the affairs of the Company and shall determine all matters in connection therewith (including, without limitation, including the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, sold and the amount or necessity of cash reserves to cover contingent liabilities) as it deems advisable and proper; provided, however, that all decisions of the liquidating trustee shall be made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee thereafter shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, allocate any resulting Net Profit or Net Loss in accordance with Section 9.6 and apply the proceeds therefrom therefrom, to the extent sufficient therefor, shall be applied and distributed in accordance with the following: (a) First, to the payment of the debts and liabilities of the Company, other than to the Members, and to the expenses of liquidation in the order of priority as provided by law; then (b) Second, to the establishment of, or addition to, any reserves deemed necessary by the liquidating trustee, trustee for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall may be paid over to a bank or other escrow agent to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the liquidating trustee deems advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 9.2; then (c) Third, to the repayment of any liabilities or debts of the Company to any of the Members, pro rata to the respective outstanding balances of such liabilities or debts; and then (d) Fourth, to the Members in accordance with the order and priority set forth in Section 8.38.3 (and subject to the provisions of Sections 8.4 ). The foregoing notwithstanding, any decisions with respect vote of Members [holding 51 % or more of the Membership Interests in the Company] shall be sufficient to continue the liquidation life of the Company other than those in the event a termination of a ministerial nature shall be deemed to be Major Decisionsthe Company would otherwise have occurred.

Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Company assets, liabilities, liabilities and operations through the last day of the month in which the dissolution occurs shall be made by the Company AccountantsManaging Member, and the affairs of the Company shall be wound up and terminated. The Manager Managing Member shall serve as the liquidating trustee of the Company unless Cxxx is an Affiliate of the Manager and (i) Cxxx has caused the dissolution pursuant to a Bankruptcy Event of Cxxx or (ii) Cxxx is the sole Defaulting Member, in which case the Acquisition Members shall designate a liquidating trusteeCompany. The liquidating trustee shall be responsible for winding up and terminating the affairs of the Company and shall determine all matters in connection therewith (including, without limitation, including the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, sold and the amount or necessity of cash reserves to cover contingent liabilities) as it deems advisable and proper; provided, however, that all decisions of the liquidating trustee shall be made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee thereafter shall liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, allocate any resulting Net Profit or Net Loss in accordance with Section 9.6 and apply the proceeds therefrom therefrom, to the extent sufficient therefor, shall be applied and distributed in accordance with the following: (a) First, to the payment of the debts and liabilities of the Company, other than to the Members, and to the expenses of liquidation in the order of priority as provided by law; then (b) Second, to the establishment of, or addition to, any reserves deemed necessary by the liquidating trustee, trustee for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall may be paid over to a bank or other escrow agent to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the liquidating trustee deems advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section 9.2; then (c) Third, to the repayment of any liabilities or debts of the Company to any of the Members, pro rata to the respective outstanding balances of such liabilities or debts; and then (d) Fourth, to the Members in accordance with the order and priority set forth in Section 8.38.3 (and subject to the provisions of Section 8.4). The foregoing notwithstanding, any decisions with respect vote of Members holding 51% or more of the Membership Interests in the Company shall be sufficient to continue the liquidation life of the Company other than those in the event a termination of a ministerial nature shall be deemed to be Major Decisionsthe Company would otherwise have occurred.