Winding Up and Distribution. On the dissolution of the Company, the business and affairs of the Company shall be wound up in accordance with the applicable provisions by law.
Winding Up and Distribution. Upon dissolution of the Company one or more Members elected by a majority-in-interest shall be the liquidating Member(s) (“Liquidating Member”). The Liquidating Member shall wind up the Company’s affairs, liquidate the property and assets, and terminate any remaining business. The Liquidating Member(s) shall give a full accounting of the assets and liabilities. The assets and liabilities may be liquidated by selling the assets and distributing the net proceeds. The proceeds of the liquidation shall be distributed in this order: (1) the expenses of liquidation; (2) debts and liabilities of the Company (including debts of the Company to the Members or affiliates); (3) a reserve for contingent or unforeseen liabilities or obligations to third parties (to be held in escrow by an agent chosen by the Liquidating Member); (4) to the Members in proportion to the Units owned by each Member relative to the total of all issued Units.
Winding Up and Distribution. Upon dissolution of the Company, the Member shall wind up the Company’s affairs, liquidate the property and assets, and terminate any remaining business. The assets and liabilities may be liquidated by selling the assets and distributing the net proceeds. The proceeds of the liquidation shall be distributed in this order: (1) the expenses of liquidation; (2) debts and liabilities of the Company (including debts of the Company to the Member or the Member’s affiliates); (3) a reserve for contingent or unforeseen liabilities or obligations to third parties (to be held in escrow by an agent chosen by the Member); (4) to the Member.
Winding Up and Distribution a. Upon the dissolution of the Company pursuant to Section 8.1, the Company’s business shall be wound up and its assets liquidated as provided in this Section 8.2 and the net proceeds of such liquidation shall be distributed as follows:
i. To the payment of creditors of the Company other than Members in the order of priority as provided by law, excluding creditors whose obligations will be assumed or otherwise transferred on liquidation of the Company;
ii. To the payment of creditors of the Company who are Members;
iii. To the setting up of reserves which the Manager deems reasonably necessary for liabilities not then due and contingent liabilities of the Company;
iv. To the Members in accordance with their positive Capital Accounts; and
v. To the Members in accordance with their shares of distributions pursuant to Article 4 of this Agreement.
b. No Member shall have the right to demand or receive property other than cash upon the dissolution and termination of the Company. Notwithstanding the foregoing, if the Liquidator shall determine that an immediate sale of part or all of the Company’s assets would cause undue loss to the Members, the Liquidator may, after having given notice to all the Members, to the extent not then prohibited by any applicable law of any jurisdiction in which the Company is then formed or qualified, either (i) defer liquidation of, and withhold from distribution for a reasonable time, any assets of the Company except those necessary to satisfy the Company’s debts and obligations, or (ii) distribute any assets to the Members in kind. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of the fair market value thereof, and any Member entitled to any interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets shall be determined by an independent appraiser selected by the Liquidator.
c. Each Member shall look solely to the assets of the Company for all distributions to be made by the Company pursuant to this Agreement, including distributions with respect to his, her or its capital contribution thereto and its share of distributable cash, and shall have no recourse therefor, upon dissolution or otherwise, against the Manager or any other Members.
d. The Liquidator shall file all certificates and notices of the dissolution of the Company required by law. Upon the complete liquidation and ...
Winding Up and Distribution. (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof;
(A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners);
(B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership;
(C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(ii)(g), excluding from such General Partner's negative Capital Account balance, (a) such General Partner's Share of Minimum Gain, and (b) any other amount that such General Partner is deemed to be obligated to restore to the Partnership under Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or otherwise under the Treasury Regulations promulgated under Code Section 704(b), and after taking into account all Capital Account adjustments (including adjustments arising from the liquidation) for the Partnership taxable year during which such liquidation occurs, other than those made pursuant to this Section, such General Partner shall be unconditionally obligated to restore the amount of such negative Capital Account balance to the Partnership by the end of such taxable year (or, if later, within 90 days after the date of liquidation). Amounts contributed to the Partnership in respect of the General Partner' obligation to restore negative Capital Account balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation.
(b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of th...
Winding Up and Distribution. (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof:
(A) To the payment of all debts and liabilities of the Partnership then due (including fees and loans payable to Partners);
(B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; and
(C) To the Partners, in an amount equal to the positive balances in their Capital Accounts. If a General Partner has a negative Capital Account balance following the liquidation of the Partnership or of a General Partner's Interest in the Partnership within the meaning of Treasury Regulation Section 1.704- 1(b)(ii)(g), such General Partner shall pay to the Partnership in cash an amount equal to the lesser of (a) the negative balance in such General Partner's Capital Account or (b) its ratable share (based on its share of the aggregate General Partner interest in the Partnership) of the excess of 1.01% of the Capital Contributions of the Limited Partners over the Capital Contributions previously made by the General Partners. Amounts contributed to the Partnership in respect of the General Partner's obligation to restore negative Capital Account Balances shall be paid to creditors of the Partnership or distributed to the other Partners in accordance with their positive Capital Account balances, if any, as of the date of liquidation.
(b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Partnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, then in order to avoid such loss, the Liquidator may, except to the extent provided by the Act, defer the liquidation as may be necessary to satisfy the debts and liabilities of the Partnership to Persons other than the Partners. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the ...
Winding Up and Distribution. (a) Upon the dissolution of the Partnership pursuant to Section 13.01, the Partnership business shall be wound up and its assets liquidated as provided for herein and the net proceeds of such liquidation shall be distributed in accordance with the definition of Sale or Refinancing Proceeds and the provisions of Section 7.05. The liquidation and winding up shall be under the direction of the General Partner. If there shall not then be any General Partner. Limited Partners by Majority Vote of the Limited Partners may designate a Person to assume responsibility for the liquidation and winding up of the Partnership. The Person or Persons who assume such responsibility (whether they be the General Partner or not) are referred to herein as "the Liquidator."
(b) The Liquidator shall file all certificates and notices of the dissolution of the Partnership at such times and in such places as are required by law. The Liquidator shall proceed without any unnecessary delay to sell, subject to Section 8.08, if applicable, and otherwise liquidate the Partnership's property and assets; provided, however, if the Liquidator shall determine that an immediate sale of part or all of the Partnership property would cause undue loss to the Partners, the Liquidator may defer the liquidation unless prohibited from doing so by applicable law. Upon the complete liquidation and distribution of the Partnership assets, the Partners shall cease to be Partners of the Partnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Partnership. The Liquidator in its discretion may retain an amount as a cash reserve for contingent expenses and liabilities of the Partnership after complete liquidation. Any funds remaining in such cash reserve one year from the date the Certificate of Dissolution is filed shall be distributed to the Partners in accordance with Section 7.05.
(c) Upon the dissolution of the Partnership pursuant to Section 13.01, the accountants for the Partnership shall promptly prepare, and the Liquidator shall furnish to each Partner, a statement setting forth the assets and liabilities of the Partnership upon its dissolution. Promptly following the complete liquidation and distribution of the Partnership property and assets, the Partnership's accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidate...
Winding Up and Distribution. Upon dissolution of the Company one or more Members elected by a majority-in-interest shall be the liquidating Member(s) (“Liquidating Member”). The Liquidating Member shall wind up the Company’s affairs, liquidate the property and assets, and terminate any remaining business. The Liquidating Member(s) shall give a full accounting of the assets and liabilities. The assets and liabilities may be liquidated by selling the assets and distributing the net proceeds. The proceeds of the liquidation shall be distributed in this order: (1) the expenses of liquidation; (2) debts and liabilities of the Company (including debts of the Company to the Members or affiliates); (3) a reserve for contingent or unforeseen liabilities or obligations to third parties (to be held in escrow by an agent chosen by the Liquidating Member); (4) to the Members per their membership interests. The Members shall have the first opportunity to make bids for any portion of the assets and the assets shall not be sold to an outsider except only for a higher price.
Winding Up and Distribution. Upon termination of this Agreement, CPT shall be dissolved. The Board shall continue to exist after dissolution as long as is necessary to wind-up and conclude the affairs subject to this Agreement.
