Common use of Wind-Up Clause in Contracts

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. (ia) Upon a notification of termination by one or more the dissolution 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 ProviderCompany, the Evaluator or the Intermediary, up to a capped amount of [$ ]. (ii) The Wind-Up Budget will Company shall 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 liquidated in accordance with this Article VIII, [Payor] will pay 8 and the Act. The liquidation shall be conducted and supervised by the Board in the same manner provided by Article 6 with respect to [Intermediary] the amounts operation of the Company during its term. (b) From and after the date on which an event set forth belowin Section 8.2(a) becomes effective, solely the Company shall cease to enter into or make Investments after that date, except for Investments permitted pursuant to clauses (ii) through (v) of Valid Company Purposes. Capital calls against the Capital Commitment of the Members shall cease from and after such effective date; provided that capital calls against the Capital Commitments of the Members may continue to fund all items in clauses (ii) through (vi) of Valid Company Purposes. Subject to the foregoing, the Members shall continue to bear an allocable share of Expenses, indemnification amounts received from payable under this Agreement and other obligations of the Company until all Investments in which the Company participates (including through any applicable Payors in payment of such obligations:Subsidiaries) are repaid or otherwise disposed of. (Ac) An Outcome Payment, which will consist Distributions to the Members during the winding-up of the following: 1. Outcome Payments owed but not yet made; and 2. For Program Participants for whom Outcomes have not yet been calculated Company shall be made no less frequently than quarterly to the extent consisting of a Member’s allocable share of cash and cash equivalents, after taking into account reasonable reserves deemed appropriate by Board Approval to fund (i) Investments in which the effective date Company continues to participate, (ii) Expenses, (iii) indemnification amounts payable under this Agreement, and (iv) all other obligations (including, without limitation, contingent obligations) 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 Company (each as set forth in the immediately preceding paragraph). Unless waived by Board Approval, the Company also shall withhold ten percent (10%) of distributions in any calendar year during the winding-up of the Company, which withheld amount shall be distributed within sixty (60) days after the completion of the annual audit covering such year; provided that distributions of any withheld amounts shall be reduced by any amounts owed by a Member as may be revealed upon the completion of such annual audit. Except as otherwise provided herein, a Member shall remain a member of the Company until all Investments in which the Company participates are repaid or otherwise disposed of, all equity interests of the Company in each Subsidiary are redeemed or such Subsidiary is dissolved, the Member’s allocable share of all Expenses, indemnification amounts payable under this Agreement, and all other obligations (including, without limitation, contingent obligations) of the Company are paid, and all distributions are made hereunder, at which time the Member shall have no further rights under this Agreement. Notwithstanding the foregoing, in case of the dissolution and winding-up of the Company, and subject to this Section 8.3, distributions may be made in-kind, or a combination of Schedule 3 cash and assets (Calculation including any debt or equity held by the Company in any Subsidiary), as the Board or liquidating agent may select in its sole and absolute discretion; provided that any distribution-in-kind shall not cause a breach by the Company or any Subsidiary of Outcome Paymentsany applicable law or contract. In the event of any distributions in-kind, the assets to be distributed will be valued pursuant to the valuation procedures set forth herein. (d) Upon dissolution of the Company, final allocations of all items of Company Profit and Loss shall be made in accordance with Section 4.2. Upon dissolution of the Company, the assets of the Company shall be applied and paid in the following order of priority: (i) To creditors (other than Members) in satisfaction of liabilities of the Company (whether by payment or by the making of reasonable provision for payment thereof), including, without limitation, to establish any reasonable reserves which the Board may, in its reasonable judgment, deem necessary or advisable for any contingent, conditional or unmatured liability of the Company and to establish any reasonable reserves with respect to amounts the Company may pay or contribute in connection with Subsidiaries; (ii) To establish any reserves which the Board may, in its reasonable judgment, deem necessary or advisable for any contingent, conditional or unmatured liability of the Company to Members; (iii) To the liquidating agent to cover reasonable expenses incurred in connection with the dissolution of the Company; and (iv) The balance, if any, to the Members in proportion to Section 5.1(a)(iii) and Section 5.1(a)(v). (Be) Notwithstanding the foregoing, and to the extent not prohibited by the terms of any Facility, (i) upon the withdrawal of a Member, the non-withdrawing Member shall have the right to purchase all of the other Member’s interest in the Company by providing written notice to the other Member within thirty (30) days following the action that triggered the commencement of the dissolution procedures stating that it elects to exercise its right of purchase and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) that the exercising Member designates as the purchaser(s). The purchase price for such interest shall be payable in cash within ninety (90) days after the election to purchase is delivered to the other Member, and shall be equal to the Capital Account of the other Member adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.4. After such purchase, the other Member shall no longer be a member of the Company, and the Member that has elected to purchase the other Member’s interest may dissolve or continue the Company as it may determine. (f) In the case event that an audit or reconciliation relating to the fiscal year in which a Member receives a distribution under this Section 8.3 reveals that such Member received a distribution in excess of a Payor Terminationthat to which such Member was entitled, [Payor] will paythe Company or the other Member may, in addition its discretion, seek repayment of such distribution to the amounts extent that such distribution exceeded what was due to such Member. (g) Each Member shall be furnished with a statement prepared by the Company’s accountant, which shall set forth the assets and liabilities of the Company as at the date of complete liquidation, and each Member’s share thereof. Upon compliance with the distribution plan set forth in this Section 8.2(e)(iii)(A) above8.3, the full amounts set forth in the Wind-Up Budget [Members shall cease to be such, and an additional payment in an amount equal either Member may execute, acknowledge and cause to the remaining unpaid principal and interest at the rates set forth in the Funding Agreements, together with an amount equal to [2%] be filed a certificate of cancellation 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 terminationCompany.]

Wind-Up. (i) Upon a notification of termination by one or more of the Parties pursuant to Section 8.1, [Intermediary] AT Home LLC will prepare a wind-up project termination budget (the “Wind-Up Project Termination Budget”) consisting of any extraordinary costs incurred as a result of for services to be delivered through the termination event Wind-Up Period, including services delivered by the Intervention ProviderECHO , the Evaluator or and AT Home LLC. Such costs shall be at the Intermediarystandard, up to a capped amount uninflated rates of [$ ]such provider. (iii) The Wind-Up Project Termination Budget will be presented to the Management Committee for approval, and will then be forwarded to (i) the non-defaulting members of the Executive Payor Steering Committee for approval and [(ii) the non-defaulting Funding Partners for approval.] (iiiii) Following receipt of a notice of termination from one of the Parties in accordance with this Article VIII, [Payor] PAATH LLC will pay to [Intermediary] AT Home LLC the amounts set forth below, solely from amounts received from in all cases, limited to the applicable funds deposited by the Payors and held in trust for the Project 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 services have been delivered but 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] PAATH LLC shall pay an Early Outcome Payment in accordance with a timeline agreed to by for Outcomes achieved as of the Partiesdate of termination, calculated as set forth in Section [II] of Schedule 3 (Calculation of Outcome Payments).; (B) In the case of a Payor an early termination pursuant to Section 8.2(d) (PAATH LLC Termination): (1) for Program Participants for whom services have been delivered but Outcome Payments and Early Outcome Payments, [Payor] in accordance with Section 8.2 (e)(iii)(A) above, do not cover the full amount of Funding Partner capital deposited with AT Home LLC that has been expended for purposes of the Project and is not otherwise available to be retrieved and returned to the Funding Partners (the “Remaining Project Costs”), PAATH LLC 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 Agreementssuch Remaining Project Costs, 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] PAATH LLC as received from the Payors up to the date of termination; and (2) PAATH LLC will pay in addition to the amounts set forth in Section 8.2 (e)(iii)(A) above and Section 8.2 (e)(iii)(B)(1) above, the full amount set forth in the Project Termination Budget, solely from amounts received from the defaulting Payors in payment of such obligations, up to the full outstanding amount of funds held by PAATH LLC as received from the defaulting Payors up to the date of termination. (iii) The payments to be made under Section 8.2(e)(iii) shall be made exclusively from funds held by PAATH LLC as received from the Payors up to the date of termination.]

Wind-Up. (ia) Upon a notification of termination by one or more the dissolution 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 ProviderCompany, the Evaluator or the Intermediary, up to a capped amount of [$ ]. (ii) The Wind-Up Budget will Company shall 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 liquidated in accordance with this Article VIII, [Payor] will pay 8 and the Act. The liquidation shall be conducted and supervised by the Board in the same manner provided by Article 6 with respect to [Intermediary] the amounts operation of the Company during its term. (b) From and after the date on which an event set forth belowin Section 8.2(a) becomes effective, solely the Company shall cease to enter into or make Investments after that date, except for Investments permitted pursuant to clauses (ii) through (v) of Valid Company Purposes. Capital calls against the Capital Commitment of the Members shall cease from and after such effective date; provided that capital calls against the Capital Commitments of the Members may continue to fund all items in clauses (ii) through (vi) of Valid Company Purposes. Subject to the foregoing, the Members shall continue to bear an allocable share of Expenses, indemnification amounts received from payable under this Agreement and other obligations of the Company until all Investments in which the Company participates (including through any applicable Payors in payment of such obligations:Subsidiaries) are repaid or otherwise disposed of. (Ac) An Outcome Payment, which will consist Distributions to the Members during the winding-up of the following: 1. Outcome Payments owed but not yet made; and 2. For Program Participants for whom Outcomes have not yet been calculated Company shall be made no less frequently than quarterly to the extent consisting of a Member’s allocable share of cash and cash equivalents, after taking into account reasonable reserves deemed appropriate by Board Approval to fund (i) Investments in which the effective date Company continues to participate, (ii) Expenses, (iii) indemnification amounts payable under this Agreement, and (iv) all other obligations (including, without limitation, contingent obligations) 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 Company (each as set forth in the immediately preceding paragraph). Unless waived by Board Approval, the Company also shall withhold ten percent (10%) of distributions in any calendar year during the winding-up of the Company, which withheld amount shall be distributed within sixty (60) days after the completion of the annual audit covering such year; provided that distributions of any withheld amounts shall be reduced by any amounts owed by a Member as may be revealed upon the completion of such annual audit. Except as otherwise provided herein, a Member shall remain a member of the Company until all Investments in which the Company participates are repaid or otherwise disposed of, all equity interests of the Company in each Subsidiary are redeemed or such Subsidiary is dissolved, the Member’s allocable share of all Expenses, indemnification amounts payable under this Agreement, and all other obligations (including, without limitation, contingent obligations) of the Company are paid, and all distributions are made hereunder, at which time the Member shall have no further rights under this Agreement. Notwithstanding the foregoing, in case of the dissolution and winding-up of the Company, and subject to this Section 8.3, distributions may be made in-kind, or a combination of Schedule 3 cash and assets (Calculation including any debt or equity held by the Company in any Subsidiary), as the Board or liquidating agent may select in its sole and absolute discretion; provided that any distribution-in-kind shall not cause a breach by the Company or any Subsidiary of Outcome Paymentsany applicable law or contract. In the event of any distributions in-kind, the assets to be distributed will be valued pursuant to the valuation procedures set forth herein. (d) Upon dissolution of the Company, final allocations of all items of Company Profit and Loss shall be made in accordance with Section 4.2. Upon dissolution of the Company, the assets of the Company shall be applied and paid in the following order of priority: (i) To creditors (other than Members) in satisfaction of liabilities of the Company (whether by payment or by the making of reasonable provision for payment thereof), including, without limitation, to establish any reasonable reserves which the Board may, in its reasonable judgment, deem necessary or advisable for any contingent, conditional or unmatured liability of the Company and to establish any reasonable reserves with respect to amounts the Company may pay or contribute in connection with Subsidiaries; (ii) To establish any reserves which the Board may, in its reasonable judgment, deem necessary or advisable for any contingent, conditional or unmatured liability of the Company to Members; (iii) To the liquidating agent to cover reasonable expenses incurred in connection with the dissolution of the Company; and (iv) The balance, if any, to the Members in proportion to Sections 5.1(a)(iii) and 5.1(a)(v). (Be) Notwithstanding the foregoing, and to the extent not prohibited by the terms of any Facility, (i) upon the withdrawal of a Member, the non-withdrawing Member shall have the right to purchase all of the other Member’s interest in the Company by providing written notice to the other Member within thirty (30) days following the action that triggered the commencement of the dissolution procedures stating that it elects to exercise its right of purchase and, if applicable, providing the identity of any Person(s) (including third parties unaffiliated with the exercising Member) that the exercising Member designates as the purchaser(s). The purchase price for such interest shall be payable in cash within ninety (90) days after the election to purchase is delivered to the other Member, and shall be equal to the Capital Account of the other Member adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.4. After such purchase, the other Member shall no longer be a member of the Company, and the Member that has elected to purchase the other Member’s interest may dissolve or continue the Company as it may determine. (f) In the case event that an audit or reconciliation relating to the fiscal year in which a Member receives a distribution under this Section 8.3 reveals that such Member received a distribution in excess of a Payor Terminationthat to which such Member was entitled, [Payor] will paythe Company or the other Member may, in addition its discretion, seek repayment of such distribution to the amounts extent that such distribution exceeded what was due to such Member. (g) Each Member shall be furnished with a statement prepared by the Company’s accountant, which shall set forth the assets and liabilities of the Company as at the date of complete liquidation, and each Member’s share thereof. Upon compliance with the distribution plan set forth in this Section 8.2(e)(iii)(A) above8.3, the full amounts set forth in the Wind-Up Budget [Members shall cease to be such, and an additional payment in an amount equal either Member may execute, acknowledge and cause to the remaining unpaid principal and interest at the rates set forth in the Funding Agreements, together with an amount equal to [2%] be filed a certificate of cancellation 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 terminationCompany.]