Procedure of Dissolution. (a) Upon dissolution of the Company, the Members or such other person or persons as are designated by them shall proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and the requirements of the Act. Upon the winding up of the Company, its assets shall be distributed as follows: (i) first, to creditors of the Company, including Members who are creditors, until all of the Company's debts and liabilities are paid and discharged (or provision is made for payment thereof); and (ii) thereafter, to the Members, in proportion to their positive Capital Account balances as of the date of such distribution, after giving effect to all contributions, distributions, and allocations for all periods. (b) Such distributions shall be made by such times as may be required under applicable provisions of the Code and the regulations issued thereunder. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up.
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Samples: Limited Liability Company Operating Agreement (Town Sports International Inc), Limited Liability Company Operating Agreement (Town Sports International Inc), Limited Liability Company Operating Agreement (Town Sports International Inc)
Procedure of Dissolution. (a) Upon dissolution of the Company, the Members or such other person or persons as are designated by them shall proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and the requirements of the Act. Upon the winding up of the Company, its assets shall be distributed as follows:
(ia) first, to creditors of the Company, including Members who are creditors, until all of the Company's ’s debts and liabilities are paid and discharged (or provision is made for payment thereof); and
(iib) thereafter, to the Members, in proportion to their positive Capital Account balances as of the date of such distribution, after giving effect to all contributions, distributions, and allocations for all periods.
(b) . Such distributions shall be made by such times as may be required under applicable provisions of the Code and the regulations issued thereunder. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up.
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Samples: Limited Liability Company Operating Agreement (Rousselot Dubuque Inc.)
Procedure of Dissolution. (a) Upon dissolution of the Company, the Members or such other person or persons as are designated by them shall proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and the requirements of the Act. Upon the winding up of the Company, its assets shall be distributed as follows:
(ia) first, to creditors of the Company, including Members who are creditors, until all of the Company's debts and liabilities are paid and discharged (or provision is made for payment thereof); and
(iib) thereafter, to the Members, in proportion to their positive Capital Account balances as of the date of such distribution, after giving effect to all contributions, distributions, and allocations for all periods.
(b) . Such distributions shall be made by such times as may be required under applicable provisions of the Code and the regulations issued thereunder. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Town Sports International Inc)