Procedure on liquidation Sample Clauses

Procedure on liquidation. Unless the business of the Partnership is continued pursuant to the provisions of this Agreement, upon the dissolution of the Partnership, the General Partner or the person or persons required by law to wind up the Partnership's affairs shall cause the cancellation of the Certificate of Limited Partnership pursuant to Section 620.113 of the Act and shall liquidate the assets of the Partnership and apply the proceeds of liquidation in the order of priority provided in Section 17.04 for the fiscal year of liquidation. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities to enable the General Partner to minimize any losses that might otherwise occur in connection with the liquidation. The General Partner may continue to operate and maintain the business and the Partnership Property after the occurrence of an event requiring dissolution of the Partnership for so long as is reasonably required in the circumstances in order to wind up the affairs of the Partnership in an orderly fashion. Upon liquidation and winding up of the Partnership, unsold Partnership Property shall be valued to determine the gain or loss which would have resulted if the Partnership Property were sold, and the Capital Accounts of the Partners which have been maintained in accordance with this Agreement shall be adjusted to reflect how the gain or loss would have been allocated if such Partnership Property had been sold at its assigned values. In all events the liquidation shall be conducted in accordance with Section 1.704-1 (b)(2)(ii)(b)(2) of the Treasury Regulations. Upon completion of the liquidation of the Partnership and distribution of the proceeds, the General Partner shall file a Certificate of Cancellation with the Secretary of State. All books and records of the Partnership shall be delivered to the General Partner upon liquidation, which shall retain the books and records for a period of not less than 7 years and shall make the books and records available to the Limited Partners for inspection and copying at its principal business office during reasonable business hours.

Procedure on liquidation. If, at any time any Warrants remain exercisable or outstanding, an order is made, or an effective resolution is passed for the liquidation, winding-up, or dissolution of the Company or for any other dissolution of the Company by operation of law: (a) the Company shall immediately send to the Permitted Warrantholder a written notice stating that such an order has been made or resolution has been passed or other dissolution is to be effected; (b) to the extent permitted by Applicable Law, the Permitted Warrantholder will be entitled to receive out of the Company’s assets which would otherwise be available in the liquidation to the holders of Shares, the amount it would have received under the Charter had it been the holder of the Warrant Shares to which it would have become entitled by virtue of an exercise of the Warrants minus the aggregate Strike Price payable to the Company to exercise such Warrants as of such date; and (c) Notwithstanding the foregoing, the Put Option shall automatically be exercised, without notice of further action by any party, upon a Bankruptcy or Insolvency Event.

Procedure on liquidation. If pursuant to any provision of this agreement MFG is required to be liquidated, the MFG Shareholders shall without delay take all necessary steps to ensure that a special resolution of shareholders of MFG is passed appointing as liquidator of MFG a person agreed by the MFG Shareholders, or failing agreement, chosen on the application of any MFG Shareholder by the Arbitrator's and Mediator's Institute of New Zealand Inc.

Procedure on liquidation. Unless the business of the Partnership is continued pursuant to Section 8.2, upon the dissolution of the Partnership, the Managing General Partner or the Persons required by law to wind up the Partnership's affairs shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation as follows: (a) First, to payment of debts and liabilities of the Partnership; (b) Second, to the setting up of reasonable reserves for any contingent liabilities or obligations of the Partnership, provided that any such reserves shall be held for such period as the General Partner or other Persons so distributing shall deem advisable for the purpose of disbursing such reserves in payment of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided; (c) Third, to the Partners in accordance with their Capital Accounts as adjusted pursuant to Article IV for all Partnership operations up to and including such liquidation.

Procedure on liquidation. If, at any time any Vested Warrants remain exercisable or outstanding, an order is made or an effective resolution is passed for the liquidation of the Company, or if the Company is liquidated by operation of law: (a) If the Company is subject to judicial liquidation proceedings (in accordance with Articles L.640-1 et seq. of the French commercial Code), the Vested Warrants shall be deemed no longer exercisable; or (b) If the Company is subject to an amicable liquidation (in accordance with Articles L.237- 1 et seq. of the French Commercial Code), or to a dissolution, the Company shall immediately send to the Warrantholder a written notice stating that such an order has been made or resolution has been passed or other liquidation is to be effected.

Procedure on liquidation. Unless the business of the Company is continued pursuant to the provisions of this Agreement, upon the dissolution of the Company, the person(s) required by law to wind up the Company's affairs must liquidate the assets of the Company and apply the proceeds of liquidation in the order of priority provided in Subsection 10.5 for the fiscal year of liquidation. A reasonable time must be allowed for the orderly liquidation of the assets of the Company and the discharge of its liabilities to minimize losses that might otherwise occur in connection with the liquidation. Unless all of the Members agree otherwise, the Company must follow the procedures contained in Section 608.4421 of the Act. Upon liquidation and winding up of the Company, unsold Company property must be valued at fair market value to determine the gain or loss that would have resulted if the property were sold, and the Capital Accounts of the Members or Interest Holders that have been maintained in accordance with this Agreement must be adjusted to reflect the manner in which the gain or loss would have been allocated if the property had been sold at its assigned values. Upon completion of the liquidation of the Company and distribution of the proceeds, the person supervising the liquidation must file articles of dissolution with the Secretary of State as set forth in Section 608.445 of the Act.

Procedure on liquidation. At the termination of this Company, the Members shall proceed with reasonable promptness to sell the Company assets and to liquidate the business of the Company. The profits and losses of the business during the period of liquidation shall be divided among or be borne by the Members, as the case may be, including the estate of any decedent, in proportionate shares. In the event there is any inequality in such accounts among the Members, such accounts shall first be adjusted. After the payment of Company debts, expenses of liquidation, any loans by Members to the Company, and the equalization of the capital and income accounts, the proceeds of liquidation, as realized, shall be distributed, first in discharge of the income accounts of the Members and of the estate of any decedent, and then in discharge of respective capital accounts. Any excess shall be distributed equally between the surviving Member or the estate of any deceased Member. ▇▇▇▇▇▇ PACKAGING MINSTER LLC By ▇▇▇▇▇▇ Packaging Company, L.P. By GPC OPCO GP LLC, its General Partner (owning a 100% ownership interest) Dated: June 8, 2006 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Financial Officer