Procedures Upon Dissolution. Upon dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows:
(a) first, all of the Company’s debts, liabilities and obligations, including any loans or advances from the Manager or Member(s), shall be paid in full or reserves therefor shall be set aside in accordance with Section 18-804 of the Act; and
(b) any remaining assets shall be distributed to the Member(s) in proportion to its/their respective Interests. Upon completion of the winding up, liquidation and distribution of the assets and the filing of a certificate of cancellation of the Certificate, the Company shall be deemed terminated.
Procedures Upon Dissolution. 40 12.3 Termination of the Partnership .......................................... 41 12.4
Procedures Upon Dissolution. 8 (a) General......................................................... 8 (b) Control of Winding Up........................................... 8 (c) Manner of Winding Up............................................ 8 (d) Application of Assets........................................... 8
Procedures Upon Dissolution. Upon dissolution of the --------------------------- Company, the Member shall wind up the affairs of the Company, sell its assets to the extent necessary to pay its liabilities, and after payment of all liabilities of the Company (including liabilities to the Member or Affiliate of the Member, if it is a creditor), shall distribute the remaining assets of the Company in accordance with Sections 5.02 and 5.03 hereof. Any distribution made pursuant to this Section 8.02 shall be made within a reasonable time period.
Procedures Upon Dissolution. 60 Section 14.4.
Procedures Upon Dissolution. Upon dissolution of the Company, the Company shall be terminated, and the Manager, or if there is no Manager, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice. The proceeds of liquidation shall be applied and distributed in the following order of priority:
(a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation;
(b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the business and operation of the Company;
(c) third, to the payment of any loans or advances made by any of the Members to the Company; and
(d) thereafter, to the Members and the Manager in accordance with their respective distribution priorities set forth in Section 13(b) of this Agreement.
Procedures Upon Dissolution. Upon dissolution of the Company, the Company shall be terminated, and the Managers, or if there are no Managers, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice., The proceeds of liquidation shall be applied and distributed in the following order of priority:
(a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation;
(b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the arising out of or in connection with the business and operation of the Company;
(c) third, to the payment of any loans or advances made by any of the Members to the Company; and thereafter, to the Members and the Managers in accordance with their respective distribution priorities set forth in, and after making all allocations required by this Agreement. Certificate of Dissolution . Within ninety (90) days following the dissolution and commencement of winding up of the Company, or if at any time there are no Members, certificate of dissolution shall be filed with the Secretary of State of Nevada pursuant to the NLLC.
Procedures Upon Dissolution. Upon dissolution of the Company, the Company shall be terminated, and the Managers, or if there are no Managers, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice, provided that prior to any liquidation, the Company shall give KH the first right of refusal to purchase all of the intellectual property rights, including standard operating procedures, trade-secrets and know-how related to the Technology as specified in the Assignment and License Agreement dated February , 2019, and any and all improvements thereon (the “Intellectual Property”), which purchase shall be made by paying to the Company, for ultimate distribution to NBGV, half the value of the Intellectual Property based on a third party appraisal mutually agreed upon by the Members. The right of first refusal set forth above will follow the procedures set forth in Section 9.2 as if the Intellectual Property was an Offered Interest, with such changes as may be required by the context to make this section applicable. The proceeds of liquidation shall be applied and distributed in the following order of priority:
(a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation;
(b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the arising out of or in connection with the business and operation of the Company;
(c) third, to the payment of any loans or advances made by any of the Members to the Company; and
(d) thereafter, to the Members and the Managers in accordance with their respective distribution priorities set forth in, and after making all allocations required by, Article 5 of this Agreement, after giving effect to the distribution to KH of the Intellectual Property as set forth above, if applicable. Notwithstanding any to the contrary set forth herein, in the event of a dissolution of the Company in accordance with Section 10.3(d), NGBV shall have no rights in or to the Intellectual Property, and the Company shall transfer the Intellectual Property back to KH prior to any liquidation without any payment or compensation to NBGV whatsoever. In such e...
Procedures Upon Dissolution. 3.1 Upon Dissolution of the Company, the Members or, if there is only one Member, such Person, shall proceed with dispatch and without any unnecessary delay to sell or otherwise liquidate the assets of the Company, and shall distribute the proceeds thereof in accordance with Article XV, Section 3.2, below.
3.2 Upon dissolution and liquidation of the Company, the net proceeds of liquidation shall be applied and distributed in the following order of priority:
3.2.1 First, to the payment of the debts and liabilities of the Company (other than any loans or advances that may have been made by any of the Members) and the expenses of liquidation;
3.2.2 Second, to the creation of any reserves which the Members may deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or of the Members arising out of or in connection with the Business and operations of the Company;
3.2.3 Third, in accordance with the Non-Operating Distribution provisions of Article IX, Section 4.
3.3 A reasonable time shall be allowed for the orderly liquidation of the Company’s assets and the discharge of its liabilities, unless the Members shall have agreed to make any in-kind distributions.
3.4 The Company shall terminate and wind up when all assets owned by the Company shall have been disposed of and the net proceeds, after satisfaction of liabilities to Company creditors, shall have been distributed among the Members.
Procedures Upon Dissolution. 7 5.3 termination of Company........................................................... 8 5.4 Continuation of Company.......................................................... 8
