Procedure on Winding Up Sample Clauses

Procedure on Winding Up. (a) Upon a determination to wind up and subsequently dissolve the Partnership, the General Partner will act as liquidator or may appoint a liquidator and a full accounting of the assets and liabilities of the Partnership will be taken and the assets of the Partnership will be wound-up to the extent determined by the General Partner (or a liquidator to the extent that a liquidator has been appointed) provided that the General Partner shall use commercially reasonable efforts to wind-up the assets of the Partnership in an orderly manner; as promptly as practicable, the cash proceeds thereof will be applied in the following order of priority: (i) to the payment of all debts, taxes, obligations and liabilities of the Partnership including the expenses of the winding up; and (ii) the balance, if any, will be distributed to the Partners in accordance with Section 5.1(b) hereof. (b) In the winding up of the Partnership, the General Partner (or a liquidator) may establish reserves for contingent liabilities of the Partnership (which may include, without limitation, a 10% holdback pending completion of the Partnership's liquidating audit) in an amount (including estimates expenses, if any, in connection therewith) determined by the General Partner (or a liquidator) and upon the satisfaction of such contingent liabilities the amounts, if any, remaining in such reserves will be distributed as provided in Section 5. (c) Distributions to a Partner pursuant to Section 5 may be in instalments and will be made in cash or, in the discretion of the General Partner (or a liquidator), in securities or assets selected by the General Partner (or a liquidator), or partly in cash and partly in securities or assets selected by the General Partner (or a liquidator). Notwithstanding the foregoing, if a distribution hereunder is made in securities or assets, the securities or assets distributed will, in the opinion of the General Partner (or a liquidator), represent a fair cross-section of all of the securities or assets, as applicable, in the Partnership at the time of distribution. (d) Upon the winding up of the Partnership, the name of the Partnership and its goodwill will not be appraised, sold or otherwise wound up but will remain the exclusive property of the General Partner. (e) As promptly as practicable after the completion of the winding up of the Partnership, the General Partner (or a liquidator) will cause to be prepared and forwarded to each Partner a final statement and...
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Procedure on Winding Up. (a) Upon the winding up of the Fund, a full accounting of the assets and liabilities of the Fund shall be taken and the assets of the Fund shall be liquidated to the extent determined by the Liquidator and, as promptly as practicable, the cash proceeds thereof shall be applied in the following order of priority: (1) to the payment of all debts to persons other than the Managing Member, taxes, obligations and liabilities of the Fund including the expenses of liquidation, or the making of reasonable provision therefore; and (2) to the payment of all debts to the Managing Member or the making of reasonable provision therefore; (b) In the winding up of the Fund, the Liquidator may establish reserves for contingent liabilities of the Fund in an amount (including estimated expenses, if any, in connection therewith) so determined and, upon the satisfaction of such contingent liabilities, the amounts, if any, remaining in such reserves shall be distributed to the Managing Member. (c) Distributions to the Managing Member may be made in such installments as the Managing Member may determine and shall be made in cash or, in the discretion of the Managing Member (or the Liquidator), in securities selected by the Managing Member (or the Liquidator), or partly in cash and partly in securities so selected. (d) The Liquidator shall be entitled to reasonable compensation for its services in winding up the Fund.
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Procedure on Winding Up. 26 RESETTLEMENT ................................................................................
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Procedure on Winding Up. A reasonable time shall be allowed for the orderly winding up of the Partnership's business, the liquidation of its assets and the discharge of its liabilities to enable the Liquidating Trustee to minimize the losses attendant upon liquidation. The operations of the Partnership shall continue during liquidation solely for the purpose of winding up the Partnership's business. Upon completion of the winding up and liquidation, each of the Partners shall be furnished with a statement, reviewed by the Partnership Accountants, which sets forth the assets and liabilities of the Partnership at the date of complete liquidation. Upon distribution of the statement, the Liquidating Trustee shall cause a certificate of cancellation of the Partnership to be duly prepared, executed and filed.
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Procedure on Winding Up. (a) If the Company is dissolved, the business and affairs of the Company shall thereupon be wound up by the Board or, if the Board is unable to do so, by any other Persons authorized by the Board (the Board or any such Persons, the “Liquidator”). Upon the winding up of the Company, a full accounting of the assets and liabilities of the Company shall be taken and the assets of the Company shall be retained to the extent determined by the Liquidator. (b) Any assets retained after any such liquidation shall be applied and distributed as promptly as practicable in the following order of priority: (i) payment of the debts and liabilities of the Company, in order of priority provided by law, and payment of the expenses of liquidation; (ii) setting up of such reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligations or liabilities not then due and payable; provided any balance of such reserve, at the expiration of such period as the Liquidator shall deem advisable, shall be distributed in the manner hereinafter provided; and thereafter (iii) distribution to the Members in accordance with Section 5.6, as applicable. (c) As promptly as possible after the completion of the winding up of the Company, the Liquidator shall cause a final statement and report of the Company to be prepared and forwarded to each Member. (d) As promptly as possible, and in any event within ninety (90) days following the dissolution and winding up of the Company, the Liquidator shall file appropriate articles of dissolution for the Company pursuant to and in accordance with the applicable provisions of the Act.
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Related to Procedure on Winding Up

  • Administrative Proceedings With a view to administering in a consistent, impartial, and reasonable manner all measures of general application affecting matters covered by this Agreement, each Party shall ensure, in its administrative proceedings applying measures to particular persons, goods, or services of the other Party in specific cases, that: (a) wherever possible, persons of the other Party that are directly affected by a proceeding are provided with reasonable notice, in accordance with the Party's procedures, when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issues in controversy; (b) such persons are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and (c) its procedures are in accordance with its law.

  • Initiation of Proceedings If foreclosure approval has not been withheld by the Master Servicer and, where applicable, by the respective Primary Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless it arranges for the sale by the Borrower of the Mortgaged Property to a third party pursuant to Section 13.3.3, initiate or cause to be initiated such foreclosure actions as are authorized by law and consistent with practices in the locality where the Mortgaged Property is located, including, in the case where such Mortgaged Property includes a residential long-term lease, the succession by the Servicer to the rights of the Borrower under the lease by foreclosure, assignment in lieu of foreclosure or other comparable means. If such Mortgaged Property has been abandoned or vacated by the Borrower and the Borrower has evidenced no intention of honoring his obligations under the related Mortgage Loan, the foreclosure process shall be expedited to the fullest extent permitted by law.

  • Assistance in Litigation or Administrative Proceedings Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its employees, Subcontractor’s and agents to, provide assistance, to Covered Entity, which may include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Business Associate is a named adverse party.

  • Invoicing for Charges Against the Judicial Council’s Master Account A. The Contractor shall establish a Master Account for the Judicial Council’s charges provided for under the exhibits of this Agreement. B. Charges to the Master Account shall be settled with Citibank CMC, as defined herein. C. The Contractor's final invoice for the Master Account shall include the Judicial Council Contract Number set forth on the face of this Agreement and shall be itemized to show the applicable and allowable charges by date and event/category/activity and number served, as appropriate. D. For performing the Work of this Agreement, the Contractor shall xxxx the Judicial Council for the total actual charges against the Master Account, based upon the prices stated herein and itemized to provide the following details, if applicable: i. Sleeping room charges as set forth in Exhibit C; ii. Meeting room rental charges as set forth in Exhibit D; iii. Food and beverage charges as set forth in Exhibit E; and/or iv. Charges for miscellaneous requirements as set forth in Exhibit F. E. If the Contract is terminated in whole or in part, pursuant to either the termination for cause provision or the Judicial Council’s obligation subject to availability of funds provision, as set forth in Exhibit A, the Contactor shall xxxx the Judicial Council for only those applicable and allowable charges accrued up to the effective date of termination, itemized as set forth above in this provision. F. If the Contract is terminated pursuant to the Termination Fee charge provision, as set forth in Exhibit B, the Contractor shall xxxx the Judicial Council for the allowable and applicable Termination Fee, as set forth in Table 2, below, and shall offset the Termination Fee by rental charges for the meeting and function rooms that the Contractor received from Third Parties during the Program

  • Discontinuance of Proceedings In case the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case the relevant Assignor, the Collateral Agent and each holder of any of the Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the security interest created under this Agreement, and all rights, remedies and powers of the Collateral Agent shall continue as if no such proceeding had been instituted.

  • Consolidation of Grievances In order to avoid the necessity of processing numerous similar grievances at one time, similar grievances shall be consolidated whenever possible.

  • GRIEVANCE PROCEDURE (Continued 6. The Board and the Administration will cooperate with any investigation of any grievance, and will furnish such information insofar as possible. Costs, if any, shall be paid by the requesting party. The cost of the copies shall comply with board policy. 7. Forms for filing a grievance and written decisions shall be given appropriate distribution to administrators, supervisors, and teachers. These forms will be readily available in each school office or from an Association representative. 8. The P.R.&R. Committee and such administrative personnel as designated by the Superintendent shall meet at least once annually to discuss and agree upon how grievances are to be handled. Such meetings shall be held prior to or during the first day of the school year. Such meetings shall be co-chaired by the chairman of the P.R.&R. Committee and a designee of the Superintendent and shall be conducted within the regular work day so far as possible. 9. A grievance must be initiated within fifteen (15) days following the act or condition or knowledge of the act which is the basis for said grievance. 10. The number of days indicated at each step shall be considered as maximum. If the aggrieved fails to file the grievance within the time limits specified in the succeeding sections of this procedure, it shall be presumed that said incident or grievance has been resolved. If the responding party fails to comply with any time limit in the succeeding sections of this procedure, the grievance may automatically be appealed to the next step in the grievance procedure. Both parties may, however, in writing, mutually agree to extend the time limits. 11. It shall be mutually agreed that the handling of any professional grievance may be conducted within the regular work day if such can be done without interruption of the students’ educational program. 12. In the event a grievance is carried to Step Four, the grievant and a member of the P.R.&R. Committee shall be granted released time with pay to attend hearings held by the arbiter if the hearing is held within a contract day.

  • Legal Action; Utilization of Special Receivership Powers The Assuming Institution shall notify the Receiver in writing (such notice to be given in accordance with Article V below and to include all relevant details) prior to utilizing in any legal action any special legal power or right which the Assuming Institution derives as a result of having acquired an asset from the Receiver, and the Assuming Institution shall not utilize any such power unless the Receiver shall have consented in writing to the proposed usage. The Receiver shall have the right to direct such proposed usage by the Assuming Institution and the Assuming Institution shall comply in all respects with such direction. Upon request of the Receiver, the Assuming Institution will advise the Receiver as to the status of any such legal action. The Assuming Institution shall immediately notify the Receiver of any judgment in litigation involving any of the aforesaid special powers or rights.

  • Analogous proceedings there occurs, in relation to any Security Party, in any country or territory in which any of them carries on business or to the jurisdiction of whose courts any part of their assets is subject, any event which, in the reasonable opinion of the Agent, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of those mentioned in clauses 10.1.6 to 10.1.12 (inclusive) or any Security Party otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or liquidation; or

  • NO DISSOLUTION, NO NULLIFICATION To the extent permitted by law, the parties hereby waive their rights pursuant to Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to dissolve (ontbinden), or demand in legal proceedings the dissolution (ontbinding) of, this Agreement. Furthermore, to the extent permitted by law, the parties hereby waive their rights under Article 6:228 of the Dutch Civil Code to nullify, or demand in legal proceedings the nullification of, this Agreement on the ground of error (dwaling).