Winding Up and Liquidating Distributions Sample Clauses

Winding Up and Liquidating Distributions. The winding up of the Company shall be accomplished by liquidating the Company’s assets as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent available, shall be applied and distributed by the 12515078.6 Company on or before the end of the taxable year of such dissolution or, if later, within ninety (90) days after the winding up and liquidation are completed. Any Member is eligible to purchase any or all of the Company’s assets in connection with the dissolution, winding up and liquidation. Proceeds from the liquidation of the Company’s assets shall be applied in the following order of priority:
Sample 1
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Winding Up and Liquidating Distributions. On the dissolution of the Company pursuant to Section 8.1 above or otherwise, the Manager shall file a Certificate of Dissolution for the Company with the Corporation, Securities and Land Development Bureau of the Michigan Department of Consumer and Industry Services and shall wind up the Company's affairs in accordance with the provisions of the Michigan Act. Once the Company's affairs have been wound up, the Manager shall proceed with an orderly liquidation of the Company's assets. On completion of such liquidation, the Manager shall file all tax returns and pay all tax obligations required by applicable Michigan law, and within a reasonable time, the Manager shall furnish each Member with a statement prepared by the Company's accountants, which shall set forth the assets and liabilities of the Company as of the date of dissolution and the proceeds and expenses of the Company's liquidation. The Manager shall apply or distribute the proceeds of the liquidation in the following order of priority:
Sample 1
Winding Up and Liquidating Distributions. (a) Following the dissolution of the Company, the Company shall cease to carry on its business except to the extent required to wind up the affairs of the Company's business or to complete transactions begun but not then finished, but the Company's separate existence shall continue until a certificate of termination has been filed with the Georgia Secretary of State or until such separate existence is otherwise terminated as provided in the Act or other applicable law. Upon the dissolution of the Company and to the extent determined to be appropriate by the Managers, (i) all Company receivables and payables shall be liquidated and cash reserves shall be established for the payment of unliquidated liabilities and all Company assets shall be sold and (ii) the Managers may deliver to the Georgia Secretary of State for filing a statement of commencement of winding up as contemplated under the Act. As soon as practicable after these events, the then remaining assets of the Company shall be distributed in the manner provided below. The Company thereafter shall be terminated upon fulfilling, as soon as reasonably practicable, the statutory requirements for completing the dissolution, winding up, liquidation, and termination of the Company.
Sample 1
Winding Up and Liquidating Distributions. On the dissolution of the Company pursuant to Section 8.1 above or otherwise, the Board of Managers shall file a Certificate of Cancellation for the Company with the Delaware Secretary of State and shall wind up the Company's affairs in accordance with the provisions of the Delaware Act. Once the Company's affairs have been wound up, the Board of Managers shall proceed with an orderly liquidation of the Company's assets. On completion of such liquidation, the Board of Managers shall file all tax returns and pay all tax obligations required by applicable Delaware law, and within a reasonable time, the Board of Managers shall furnish each Member with a statement prepared by the Company's accountants, which shall set forth the assets and liabilities of the Company as of the date of dissolution and the proceeds and expenses of the Company's liquidation. The Board of Managers shall apply or distribute the proceeds of the liquidation in the following order of priority:
Sample 1
Winding Up and Liquidating Distributions. (a) Upon dissolution of the Company, the Manager will proceed to liquidate and wind up the business of the Company. Upon the winding up of the Company, the business of the Company may be continued in order to maximize the Company’s value as a going concern for eventual sale. If there is more than one Member at the time the Company is dissolved and liquidated, the Members shall continue to share profits and losses during the period of liquidation in accordance with ARTICLE 9. The Manager, in lieu of selling all or any of the Company assets, may convey the assets in kind to the Members. If the Company’s assets are distributed to the Members, then all such assets shall be valued at their then fair market value as determined by the Members and, in the event such dissolution occurs at a time when there is more than one Member, the difference, if any, of such fair market value over (or under) the adjusted basis of such assets to the Company shall be credited (or charged) to the Capital Accounts of the Members in accordance with ARTICLE 9. Fair market value shall be used for purposes of determining the amount of any distribution to a Member pursuant to this Section 16.1. If the Members are unable to agree on the fair market value of any Company asset, then the fair market value shall be determined by a qualified independent appraiser selected by the Members or, if no appraiser can be agreed upon by the Members, then selected by the Company’s regularly employed accounting firm. The Company assets and the proceeds of any liquidation sale will be applied and distributed at the closing of any sale in the following order of priority:
Sample 1

Related to Winding Up and Liquidating Distributions

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority:

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Dissolution and Liquidation (Check One)

  • Distributions in Liquidation Following the dissolution of the Company and the commencement of winding up and the liquidation of its assets, distributions to the Members shall be governed by Section 12.2.

  • Distributions on Liquidation (a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

  • Liquidation Distributions All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (ii) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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