Wind Up and Liquidation. 8.2.1 The Managing Member, or an authorized liquidating trustee for the Company if one is appointed, shall be responsible for the winding up and liquidation of the Company. Subject to Section 3.8, the Managing Member or such liquidating trustee shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation for the purpose of obtaining fair value for such assets, having due regard to the activity and condition of the relevant markets and general financial and economic conditions. Prior to the distribution of all of the assets of the Company and the cancellation of the Company's Certificate of Formation, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Wind Up and Liquidation. In the event of termination of this Agreement, the Board, or a person or persons appointed by the Board, shall wind-up and liquidate the assets of the Authority, if any. Upon dissolution of the Authority, and in consultation with the Authority’s bond counsel, all of its property, if any, will be transferred to:
Wind Up and Liquidation. 9.2.1 The Managing Member, or an authorized liquidating trustee for the Company if one is appointed, shall be responsible for the winding up and liquidation of the Company. The Managing Member or such liquidating trustee shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation for the purpose of obtaining fair value for such assets, having due regard to the activity and condition of the relevant markets and general financial and economic conditions. Prior to the distribution of all of the assets of the Company, the business of the Company and the rights, duties and relationships of and among the Managing Member, the Managing Member and Members, as such, shall continue to be governed by this Agreement.
Wind Up and Liquidation. In the event of termination of this Agreement, the Agency Board shall wind-up and liquidate the assets of the Agency. In addition, any debts of the Agency shall not constitute debt or financial obligation or become the responsibility of the Parties. The Parties agree that during the notice of termination period, the Agency will continue to provide those services then being provided by the Agency in accordance with this Agreement.
Wind Up and Liquidation. In the event of termination of this Agreement, the Board, or a person or persons appointed by the Board, shall wind-up and liquidate the assets of the Authority, if any. Upon dissolution of the Authority, and in consultation with the Authority’s bond counsel, all of its property, if any, will be transferred to: (a) one (1) or more of the Members; (b) an entity that exists as a result of a Consolidation of the Members; or (c) other governmental entities approved by the Members of the Authority immediately prior to dissolution. If the Members cannot agree on the disposition of certain assets or property of the Authority, said assets or property shall be subject to an independent appraisal and shall be sold at public auction with the proceeds allocated, to the greatest equitable extent possible, to the Members in the same proportion as the respective contribution of funds by the Members for acquisition of the assets or property. Upon termination of this Agreement, the Members will work in good-faith to determine how best to allocate Authority assets and liabilities between the Members, such that a fair and equitable arrangement can be achieved while continuing to maintain the best possible services for each Member. The Members may memorialize the terms of their accord in a written agreement.
