Common use of Winding Up and Distribution Clause in Contracts

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 distribution of the Company assets, the Members shall cease to be Members of the Company, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Company.

Winding Up and Distribution. a. (a) Upon the dissolution of the Company pursuant to Section 8.112.01, (i) a Certificate of Cancellation shall be filed in such offices within the Company’s Formation State as may be required or appropriate, and (ii) the Company business shall be wound up and its assets liquidated as provided in this Section 8.2 12.02 and the net proceeds of such liquidation shall be distributed as follows:in accordance with Section 12.02(b). i. To (b) After the payment allocation of creditors all Profits and Losses, including the allocation of gain or loss from Capital Transactions, the liquidator shall distribute net assets available for distribution to Members in accordance with the positive balances of their respective Capital Accounts. It is the intent of the Company other than Members in the order of priority as provided by lawthat, excluding creditors whose obligations will be assumed or otherwise transferred on upon 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 , any liquidation proceeds available for liabilities not then due and contingent liabilities of the Company; iv. To distribution to the Members shall be distributed in accordance with their positive the Members’ respective Capital Accounts; and v. To Account balances and the Members in accordance with their shares of believe that distributions pursuant to Article 4 of this Agreementunder Section 11.04 will effectuate such intent. 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 (ic) 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. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Company’s property and assets; provided however, that if the Liquidator shall determine that an immediate sale of part or all of the Company property would cause undue loss to the Members, 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 Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company assets, the Members shall cease to be Members of the Company, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Company. (d) Upon the dissolution of the Company pursuant to Section 12.01, the accountants for the Company shall promptly prepare, and the Liquidator shall furnish to each Member, a statement setting forth the assets and liabilities of the Company upon its dissolution. Promptly following the complete liquidation and distribution of the Company property and assets, the Company accountants shall prepare, and the Liquidator shall furnish to each Member, a statement showing the manner in which the Company assets were liquidated and distributed.

Winding Up and Distribution. a. (a) Upon the dissolution of the Company pursuant to Section 8.112.01, (i) a Certificate of Cancellation shall be filed in such offices within the Company’s State as may be required or appropriate, and (ii) the Company business shall be wound up and its assets liquidated as provided in this Section 8.2 12.02 and the net proceeds of such liquidation shall be distributed as follows:in accordance with Section 12.02(b). i. To (b) It is the payment of creditors intent of the Company other than Members in the order of priority as provided by lawthat, excluding creditors whose obligations will be assumed or otherwise transferred on upon 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 , any liquidation proceeds available for liabilities not then due and contingent liabilities of the Company; iv. To distribution to the Members shall be distributed in accordance with their positive the Members’ respective Capital Accounts; and v. To Account balances and the Members believe that distributions under Section 11.04 will effectuate such intent. In the event that, upon liquidation, there is any conflict between a distribution pursuant to the Members’ respective Capital Account balances and the intent of the Members with respect to distribution of proceeds as provided in Section 11.04, the Liquidator shall, notwithstanding the provisions of Sections 11.01, 11.02 and 11.03, allocate the Company’s Profits or Losses in a manner that will cause the distribution of liquidation proceeds to the Members to be in accordance with their shares of distributions pursuant to Article 4 of this Agreementthe Members’ respective Capital Account balances. 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 (ic) 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. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Company’s property and assets; provided however, that if the Liquidator shall determine that an immediate sale of part or all of the Company property would cause undue loss to the Members, 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 Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company assets, the Members shall cease to be Members of the Company, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Company. (d) Upon the dissolution of the Company pursuant to Section 12.01, the Accountants for the Company shall promptly prepare, and the Liquidator shall furnish to each Member, a statement setting forth the assets and liabilities of the Company upon its dissolution. Promptly following the complete liquidation and distribution of the Company property and assets, the Company Accountants shall prepare, and the Liquidator shall furnish to each Member, a statement showing the manner in which the Company assets were liquidated and distributed.

Winding Up and Distribution. a. (a) Upon the dissolution of the Company pursuant to Section 8.112.1, (i) a Certificate of Dissolution shall be filed in such offices within the Company’s Formation State as may be required or appropriate, and (ii) the Company business shall be wound up and its assets liquidated as provided in this Section 8.2 12.2 and the net proceeds of such liquidation shall be distributed as follows:in accordance with Section 12.2(b). i. To (b) It is the payment of creditors intent of the Company other than Members in the order of priority as provided by lawMember that, excluding creditors whose obligations will be assumed or otherwise transferred on upon liquidation of the Company; ii. To , any liquidation proceeds available for distribution 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 Member shall be distributed in accordance with their the Member’s respective positive Capital Accounts; and v. To Account balance. In the event that, upon liquidation, there is any conflict between a distribution pursuant to the Member’s Capital Account balance and the intent of the Member with respect to distribution of proceeds under Section 11.4, the Liquidator shall, notwithstanding the provisions of Sections 11.1, 11.2 and 11.3, allocate the Company’s Profits or Losses in a manner that will cause the distribution of liquidation proceeds to the Members to be in accordance with their shares of distributions pursuant to Article 4 of this Agreementthe Member’s respective positive Capital Account balances. 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 (ic) 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. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Company’s property and assets; provided however, that if the Liquidator shall determine that an immediate sale of part or all of the Company property would cause undue loss to the Members, 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 Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company assets, the Members Member shall cease to be Members the Member of the CompanyCompany and the Managing Member shall cease to be Managing Member, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Company. (d) Upon the dissolution of the Company pursuant to Section 12.1, the accountants for the Company shall promptly prepare, and the Liquidator shall furnish to each Member, a statement setting forth the assets and liabilities of the Company upon its dissolution. Promptly following the complete liquidation and distribution of the Company property and assets, the Company accountants shall prepare, and the Liquidator shall furnish to each Member, a statement showing the manner in which the Company assets were liquidated and distributed.

Winding Up and Distribution. a. (a) Upon the dissolution of the Company Partnership pursuant to Section 8.112.01, (i) a Certificate of Cancellation shall be filed in such offices within the Company’s State as may be required or appropriate, and (ii) the Partnership business shall be wound up and its assets liquidated as provided in this Section 8.2 12.02 and the net proceeds of such liquidation liquidation, except as provided in Section 12.02(b) below, shall be distributed as follows:in accordance with Section 11.04. i. To (b) It is the payment of creditors intent of the Company other than Members in the order of priority as provided by lawPartners that, excluding creditors whose obligations will be assumed or otherwise transferred on upon liquidation of the Company; ii. To Partnership, any liquidation proceeds available for distribution 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 Partners be distributed in accordance with their positive the Partners' respective Capital Accounts; and v. To Account balances and the Members Partners believe that distributions under Section 11.04 will effectuate such intent. In the event that, upon liquidation, there is any conflict between a distribution pursuant to the Partners' respective Capital Account balances and the intent of the Partners with respect to distribution of proceeds as provided in Section 11.04, the Liquidator shall, notwithstanding the provisions of Sections 11.01, 11.02 and 11.03, allocate the Partnership's gains, profits and losses in a manner that will cause the distribution of liquidation proceeds to the Partners to be in accordance with their shares of distributions pursuant to Article 4 of this Agreementthe Partners' respective Capital Account balances. b. No Member (c) The Liquidator shall have the right to demand or receive property other than cash upon file all certificates and notices of the dissolution and termination of the CompanyPartnership required by law. Notwithstanding The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the foregoingPartnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Company’s assets Partnership property would cause undue loss to the MembersPartners, then in order to avoid such loss, the Liquidator may, after having given notice to all the Members, except to the extent not then prohibited provided by any applicable law of any jurisdiction in which the Company is then formed or qualifiedAct, either (i) defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Company except those as may be necessary to satisfy the Company’s debts and obligations, or (ii) distribute any assets to the Members in kind. If any assets liabilities of the Company are Partnership to be distributed in kind, such assets shall be distributed on Persons other than 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 lawPartners. Upon the complete liquidation and distribution of the Company Partnership assets, the Members Partners shall cease to be Members Partners of the CompanyPartnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the CompanyPartnership. (d) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants 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 Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.

Winding Up and Distribution. a. Upon (a) In the event of dissolution and termination of the Company pursuant to Section 8.1Company, a full accounting of the Company’s business assets and liabilities shall be wound up and its assets liquidated as provided in this Section 8.2 taken, and the net proceeds of such liquidation assets shall be distributed in accordance with this Section 13.02 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 XII hereof; i. (A) To the payment of creditors all debts and liabilities of the Company other than Members then due in the order of priority as provided by lawlaws, excluding creditors whose except those liabilities to Members on account of their Contributions (but including fees and loans payable to Members); (B) To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations will be assumed or otherwise transferred on liquidation of the Company; ii. (C) 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, in an amount equal to the extent not then prohibited by any applicable law of any jurisdiction positive balances 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 Liquidatortheir Capital Accounts. 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. (b) The Liquidator shall file all certificates and notices of the dissolution of the Company required by law. The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the Company's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Company property would cause undue loss to the Members, 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 Company to Persons other than the Members. Upon the complete liquidation and distribution of the Company assets, the Members shall cease to be Members of the Company, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the Company. (c) Upon the dissolution of the Company pursuant to Section 13.01, the Accountants shall promptly prepare, and the Liquidator shall furnish to each Member, a statement setting forth the assets and liabilities of the Company upon its dissolution. Promptly following the complete liquidation and distribution of the Company property and assets, the Accountants shall prepare, and the Liquidator shall furnish to each Member, a statement showing the manner in which the Company assets were liquidated and distributed.

Winding Up and Distribution. a. (a) Upon the dissolution of the Company Partnership pursuant to Section 8.112.01, (i) a Certificate of Cancellation shall be filed in such offices within the Company’s State as may be required or appropriate, and (ii) the Partnership business shall be wound up and its assets liquidated as provided in this Section 8.2 12.02 and the net proceeds of such liquidation liquidation, except as provided in Section 12.02(b) below, shall be distributed as follows:in accordance with Section 11.04. i. To (b) It is the payment of creditors intent of the Company other than Members in the order of priority as provided by lawPartners that, excluding creditors whose obligations will be assumed or otherwise transferred on upon liquidation of the Company; ii. To Partnership, any liquidation proceeds available for distribution 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 Partners be distributed in accordance with their the Partners' respective positive Capital Accounts; and v. To Account balances and the Members Partners believe that distributions under Section 11.04 will effectuate such intent. In the event that, upon liquidation, there is any conflict between a distribution pursuant to the Partners' respective Capital Account balances and the intent of the Partners with respect to distribution of proceeds as provided in Section 11.04, the Liquidator shall, notwithstanding the provisions of Sections 11.01, 11.02 and 11.03, allocate the Partnership's gains, profits and losses in a manner that will cause the distribution of liquidation proceeds to the Partners to be in accordance with their shares of distributions pursuant to Article 4 of this Agreementthe Partners' respective positive Capital Account balances. b. No Member (c) The Liquidator shall have the right to demand or receive property other than cash upon file all certificates and notices of the dissolution and termination of the CompanyPartnership required by law. Notwithstanding The Liquidator shall proceed without any unnecessary delay to sell and otherwise liquidate the foregoingPartnership's property and assets; provided, however, that if the Liquidator shall determine that an immediate sale of part or all of the Company’s assets Partnership property would cause undue loss to the MembersPartners, then in order to avoid such loss, the Liquidator may, after having given notice to all the Members, except to the extent not then prohibited provided by any applicable law of any jurisdiction in which the Company is then formed or qualifiedAct, either (i) defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Company except those as may be necessary to satisfy the Company’s debts and obligations, or (ii) distribute any assets to the Members in kind. If any assets liabilities of the Company are Partnership to be distributed in kind, such assets shall be distributed on Persons other than 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 lawPartners. Upon the complete liquidation and distribution of the Company Partnership assets, the Members Partners shall cease to be Members Partners of the CompanyPartnership, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by the law to terminate the CompanyPartnership. (d) Upon the dissolution of the Partnership pursuant to Section 12.01, the Accountants 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 Accountants shall prepare, and the Liquidator shall furnish to each Partner, a statement showing the manner in which the Partnership assets were liquidated and distributed.