Common use of Procedure in Dissolution and Liquidation Clause in Contracts

Procedure in Dissolution and Liquidation. (a) Upon the election of a Party to dissolve the Tengtu United pursuant to this agreement or upon the occurrence of any other event Tengtu United shall immediately commence to wind up its affairs and the Party shall proceed with reasonable promptness to liquidate the business of Tengtu United. To the extent the Tengtu United is not completely liquidated within a reasonable time (not to exceed 36 months) from the date of the election to dissolve, the remaining assets shall forthwith be disposed of at a public sale. (b) During the period of the winding up of the affairs of the Tengtu United, the Board shall continue to manage the affairs of the Tengtu United. (c) Profits and losses of the Tengtu United shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to each Party in the same manner as profits and losses of each Party would have been credited or charged if there were no dissolution, liquidation and termination. (d) The assets of the Tengtu United shall be applied or distributed in liquidation in the following order of priority: (i) to creditors of the Tengtu United other than Tengtu Uniteds in payment of debts and obligations of the Tengtu United; (ii) to each Party as return of any capital; and (iii) to each party in accordance with their Percentage Interest.