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 CE is serving as the Manager or is an Affiliate of the Manager and (i) CE has caused the dissolution pursuant to a Bankruptcy Event of CE or (ii) CE is the sole Defaulting Member, in which case 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:

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 CE is serving as the Manager or Cxxx is an Affiliate of the Manager and (i) CE Cxxx has caused the dissolution pursuant to a Bankruptcy Event of CE Cxxx or (ii) CE Cxxx is the sole Defaulting Member, in which case WARC 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:

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 CE is serving as the Manager or Cxxx is an Affiliate of the Manager and (i) CE Cxxx has caused the dissolution pursuant to a Bankruptcy Event of CE Cxxx or (ii) CE Cxxx is the sole Defaulting Member, in which case WARC 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:

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 CE is serving as the Manager or is an Affiliate of the Manager and (i) CE Managing Member has caused the dissolution pursuant to a Bankruptcy Event of CE the Managing Member or (ii) CE the Managing Member is the sole Defaulting Non-Contributing Member, in which case WARC the 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:

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 CE is serving as the Manager or Columbia is an Affiliate of the Manager and (i) CE Columbia has caused the dissolution pursuant to a Bankruptcy Event of CE Columbia or (ii) CE Columbia is the sole Defaulting Member, in which case WARC 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: