Common use of Winding up Affairs and Distribution of Assets Clause in Contracts

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 11 contracts

Samples: Limited Liability Company Agreement (DF Insurance Agency LLC), Limited Liability Company Agreement (DF Insurance Agency LLC), Limited Liability Company Agreement (Green Tree SerVertis Acquisition LLC)

AutoNDA by SimpleDocs

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member the Members in accordance with Section 10 8 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 8 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 9 contracts

Samples: Operating Agreement (United Maritime Group, LLC), Limited Liability Company Agreement (United Maritime Group, LLC), Limited Liability Company Agreement (United Maritime Group, LLC)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 4 contracts

Samples: Limited Liability Company Agreement (DF Insurance Agency LLC), Limited Liability Company Agreement (DF Insurance Agency LLC), Limited Liability Company Agreement (Green Tree SerVertis Acquisition LLC)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 8 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 8 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Broadview Networks Holdings Inc), Limited Liability Company Agreement (Broadview Networks Holdings Inc), Limited Liability Company Agreement (Broadview Networks Holdings Inc)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the "Liquidating Member") and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1i) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 11(c) hereof; or (2ii) distributing the Company assets to the Members in kind in accordance with Section 10 11(c) hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ambase Corp), Limited Liability Company Agreement (Ambase Corp)

Winding up Affairs and Distribution of Assets. (a) 16.1 Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company Company’s assets and distributing the net proceeds therefrom (after the payment of Company the Company’s liabilities) to each Member in accordance with Section 10 9 hereof; or (2) distributing the Company Company’s assets to the Members in kind in accordance with Section 10 9 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cole Kenneth Productions Inc)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 8 hereof; , or (2) distributing the Company assets to the Members in kind in accordance with Section 10 8 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Broadview Networks Holdings Inc)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-wind up and terminate the business of the Company. The Liquidating Member shall cause a full Ml accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Green Tree SerVertis Acquisition LLC)

AutoNDA by SimpleDocs

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 1 contract

Samples: Limited Liability Company Agreement (DF Insurance Agency LLC)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Sole Member shall be the liquidating Member (the "Liquidating Member") and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 9 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 9 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Colony Resorts LVH Acquisitions LLC)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and and. terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets assets, to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 1 contract

Samples: Operating Agreement (Green Tree SerVertis Acquisition LLC)

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Sole Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member the Members in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 12 hereof (after adequate provision for all liabilities and expenses shall have been made).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cogdell Spencer Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.