Wind-Up. The Manager (or, if one is appointed under the Act, a liquidating trustee) shall be responsible for the winding up and liquidation of the Company. Subject to Section 8.3 (it being agreed, however, that Section 8.3.1 shall not apply after the Company’s dissolution), after the dissolution of the Company, the Manager (or such liquidating trustee) shall collect the Company’s receivables, pay the Company’s debts and obligations, and liquidate or distribute the Company’s assets as promptly as is practicable and consistent with obtaining fair value for the Company’s assets, having due regard to the activity and condition of the relevant markets and general financial and economic conditions. After the Company’s affairs have been wound up and its debts and obligations have been paid or provided for, the Manager shall (i) make a final allocation of Profit or Loss, as the case may be, and other items in such amounts and proportions as are necessary (to the extent possible) for the Members’ capital account balances to equal the amounts of any remaining assets of the Company they would be entitled to receive if such remaining assets were to be distributed in accordance with Section 7 (subject to the limitations set forth therein) and (ii) then distribute such remaining assets to the Members in accordance with Section 7. Until the Company’s termination pursuant to Section 14.4, the business of the Company and the affairs of the Manager and Members, as such, shall continue to be governed by this Agreement, provided that the Company shall engage in no further business other than in connection with its wind-up and liquidation.
Wind-Up. Upon dissolution and termination, the Manager or liquidating trustee, as the case may be, shall wind up the affairs of the Company, shall sell all the Company assets as promptly as consistent with obtaining, insofar as possible, the fair value thereof after paying all liabilities, including all costs of dissolution. The proceeds from the liquidation of the assets of the Company and collection of the receivables of the Company, together with the assets distributed in kind, to the extent sufficient therefore, shall be applied and distributed in the following descending order of priority:
13.4.1 to the payment and discharge of all of the Company’s debts and liabilities and the expenses of the Company including liquidation expenses;
13.4.2 to the creation of any reserves which the Manager deems necessary for any contingent or unforeseen liabilities or obligations of the Company;
13.4.3 to the payment and discharge of all of the Company’s debts and liabilities owing to Members, but if the amount available for payment is insufficient, then pro rata in proportion to the amount of the Company debts and liabilities owing to each Member; and
13.4.4 to all the Members in the proportion of their respective positive Capital Accounts, as those accounts are determined after all adjustments to such accounts for the taxable year of the Company during which the liquidation occurs as are required by this Agreement and Income Tax Regulations § 1.704-I(b), such adjustments to be made within the time specified in such Income Tax Regulations;
13.4.5 to the Members in proportion to their then current Percentage Interests as contained in the Company’s records.
Wind-Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Wind-Up. (i) Upon a notification of termination by one or more of the Parties pursuant to Section 8.1, [Intermediary] will prepare a wind-up budget (the “Wind-Up Budget”) consisting of any extraordinary costs incurred as a result of the termination event by the Intervention Provider, the Evaluator or the Intermediary, up to a capped amount of [$ ].
(ii) The Wind-Up Budget will be presented to the Management Committee for approval, and will then be forwarded to (i) the non-defaulting members of the Executive Committee for approval and [(ii) the non-defaulting Funding Partners for approval.]
(iii) Following receipt of a notice of termination from one of the Parties in accordance with this Article VIII, [Payor] will pay to [Intermediary] the amounts set forth below, solely from amounts received from the applicable Payors in payment of such obligations:
(A) An Outcome Payment, which will consist of the following:
1. Outcome Payments owed but not yet made; and
2. For Program Participants for whom Outcomes have not yet been calculated by the effective date of termination of this Agreement in accordance with the applicable subparagraph in Section 8.2, [Payor] shall pay an Early Outcome Payment in accordance with a timeline agreed to by the Parties, calculated as set forth in Section of Schedule 3 (Calculation of Outcome Payments).
(B) In the case of a Payor Termination, [Payor] will pay, in addition to the amounts set forth in Section 8.2(e)(iii)(A) above, the full amounts set forth in the Wind-Up Budget [and an additional payment in an amount equal to the remaining unpaid principal and interest at the rates set forth in the Funding Agreements, together with an amount equal to [2%] of the outstanding principal amount of the loan received by [Intermediary] from the Funding Partners,] solely from amounts received from the Payors in payment of such obligations, [up to the full outstanding amount of funds held by [Payor] as received from the Payors up to the date of termination.]
Wind-Up. All Class B Units subject to this Award that have not fully Vested in accordance with Schedule A and each Class B Unit subject to this Award (whether or not Vested) that would not be entitled to receive any distributions as of the Wind-Up Date if all the assets of the Partnership were then sold at Fair Market Value and then the proceeds were distributed in a complete liquidation of the Partnership in accordance with Section 4.1 of the LP Agreement and the provisions of this Agreement, will be immediately and automatically canceled and terminated on the Wind-Up Date, without payment of any consideration and without any action on the part of the Participant. The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the property described below over the amount paid for such property.
1. The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: Name: Address: Social Security Number: Taxable Year: 2023
2. The property with respect to which this election is being consists of 1,100,000 unvested Class B Units (the “Units”), each of which represents an interest in the profits of TCO Group Holdings, L.P., a Delaware limited partnership (the “Partnership”).
3. The date on which the Units were transferred to the undersigned was August 30, 2023.
4. The Award is subject to the following restrictions: In general, fifty percent (50%) of the Units are subject to time-based vesting (“Time-Based Units”), with 25% of such Time-Based Units becoming vested on the first, second, third and fourth anniversaries of the date set forth in the Unit award agreement, subject to taxpayer’s continued service through such dates; and fifty percent (50%) of the Units are subject to performance-based vesting (the “Performance-Based Units”), with such Performance-Based Units vesting upon achievement of certain investment returns to certain Partnership investors, in each case, subject to taxpayer’s continued service through such vesting date(s). Upon cessation of the taxpayer’s service, all Units, to the extent not vested, will be forfeited.
5. The fair market value of the Award at the time of transfer (determined without regard to any restrictions other than those which by their terms will never lapse) is $0.
6. The amount paid for the Award by the undersigned...
Wind-Up. Upon the termination of this Agreement or a Project Addendum, PPD shall cooperate with Sponsor to provide for an orderly wind-down of the Services provided by PPD hereunder.
Wind-Up. Upon the termination of this Agreement, Dade Behring shall continue to honor HemoSense’s Orders for rTF up to the effective date of termination and for a period of sixty (60) days thereafter, provided however that HemoSense pays for such rTF on the terms and conditions of this Agreement, and Dade Behring has not terminated pursuant to Section 9.02.
Wind-Up. Upon notification of termination of this PFS Contract in accordance with Article 8, any remaining amounts in the SFMA Operating Account and the SFMA Deposit Account, if any, will be applied in accordance with the wind-up provisions set forth in Section 5 of Schedule E.
Wind-Up. If the Commonwealth and JVS fail to agree on a New Intermediary under Section 8.02(e)(i) or fail to act within 60 days of the expiration of the cure period under Section 8.02(e), then either Party may then terminate this PFS Contract by written notice to all other Parties; provided, however, that the giving of such notice or the receipt thereof shall not be a condition precedent to termination. Upon such notice, no additional participants shall be enrolled in any of the Program Tracks, and JVS Services will continue for any remaining participants. Termination of this PFS Contract as to all Parties will be effective on a date to be agreed upon by the Operating Committee, which will be sufficient to allow for an orderly wind-up of the PFS Project, including but not limited to completion of such JVS Services and any evaluation in accordance with Schedule C, Evaluation Plan or early evaluation in accordance with Section 5 of Schedule E, Funding Plan. The Parties shall comply with the Wind-Up procedures set forth in Section 5 of Schedule E, including payment of Success Payments, if any.
Wind-Up. Upon the dissolution of the Company, the Board shall cause to be made a final accounting of the business and affairs of the Company and shall proceed with reasonable promptness to liquidate the business, property and assets of the Company and to distribute the proceeds in the following order of priority:
14.3.1 To the payment of expenses of any sale, disposition or transfer of the Company assets in liquidation of the Company;
14.3.2 To the payment of just debts and liabilities (including any accrued, but unpaid interest) of the Company (including to any Members), in the order of priority provided by law;
14.3.3 To the establishment of any reserve that the Board may determine to be reasonably necessary and adequate for any contingent liabilities and obligations of the Company or the Members arising out of or in connection with the business of the Company; and
14.3.4 To the Members in an amount equal to their then existing positive Capital Account balance, as determined after taking into account all Capital Account adjustments for the Company taxable year during which such liquidation occurs. The Board may elect to distribute the remaining property and assets of the Company, if any, in kind, in lieu of selling them, based upon the then existing fair market value thereof and after allocating to the Members, in accordance with their respective interests in the Company, any unrealized gain inherent in such assets. The wind-up of the affairs of the Company shall be conducted in the manner determined by the Board. In liquidating the assets of the Company, all assets of a saleable value shall be sold at such price and terms as the Board determines to be fair and equitable. Any Member may purchase such assets at such sale. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors to minimize the losses that might otherwise occur upon liquidation.
