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 Section 6.2(c), 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.
(b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and
(ii) to the Member in accordance with its Interest.
(c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.
Winding Up and Liquidation. Upon the dissolution of the Company, the affairs of the Company must be wound up by the Member. If the affairs of the Company are to be wound up, a full account must be taken of the assets and liabilities of the Company, and the assets of the Company must then be promptly liquidated. The proceeds must first be paid to creditors of the Company in satisfaction of all liabilities and obligations of the Company, including, to the extent permitted by law, liabilities and obligations owed to the Member as a creditor. Any remaining proceeds may then be distributed to the Member. Property of the Company may be distributed in kind in the process of winding up and liquidation.
Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members 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 of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof. The holders of Membership Interests shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the Company, the Class A Members shall not be entitled to any special compensation for serving as the liquidator of the Company.
Winding Up and Liquidation. (a) Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order:
(i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members);
(ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and
(iii) The balance, if any, to the Members in proportion to their respective Percentage Interests.
(b) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer the assets of the Company on such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, in the sole discretion of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liq...
Winding Up and Liquidation. At least one (1) year before the Company’s expiry date, Managing Partner shall obtain a decision from the general partners and the Extraordinary General Meeting of Shareholders as to whether or not the Company should be extended. On expiry of the term laid down in the Memorandum and Articles of Association (where appropriate, as extended) or in the event that the Company is wound-up early, the general partners and the Ordinary General Meeting of Shareholders shall decide the method of liquidation and appoint the liquidator(s) whose powers and term of office they shall determine. The net proceeds of the liquidation, after settlement of the liabilities, shall be used to repay all the paid- up share capital that has not been redeemed. 0.5 % of any surplus shall be distributed to the general partners (to be shared in the same proportion as the distribution of losses specified herein) and the balance to the shareholders (to be shared in proportion to their respective number of shares in the capital). The death of one of the general partners and, in the event that there are several general partners, the fact that one of them is placed in judicial administration or liquidation, is prohibited from carrying on a commercial profession or the incapacity of one of them shall not result in the Company being wound- up. However, if, the Company no longer has a general partner, the Extraordinary General Meeting of Shareholders must meet as soon as possible to appoint one or more new general partners or to change the form of the Company. The cessation of duties of one or more Managing Partner(s), irrespective of the reason therefor, shall not result in the Company being wound-up.
Winding Up and Liquidation. Upon the dissolution of the Company, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. Such Person(s) as may be selected by the Governing Board (the “Liquidator”), shall wind up and liquidate the Company’s business and affairs.
Winding Up and Liquidation. On dissolution of the partnership, if the partnership business is not continued pursuant to subsection (b) of this article, it shall be wound up and liquidated as quickly as circumstances will allow. The assets of the partnership shall be applied to partnership liabilities in the following order:
1. Amounts owing to creditors other than partners;
2. Amounts owing to partners other than for capital and profits;
3. Amounts owing to partners in respect to capital; and
4. Amounts owing to partners in respect to profits.
Winding Up and Liquidation. Except as otherwise provided in this Agreement, upon dissolution of the Company the Managing Member shall designate a liquidator (the “Liquidator”) whom shall wind up the affairs of the Company and distribute the assets of the Company in accordance with the DLLC Act and Section 3.6 of this Agreement.
Winding Up and Liquidation. (a) In the event of a dissolution of the Partnership, a liquidator (the “Liquidator”) shall be appointed by unanimous agreement of the Partners within sixty (60) days after the date of dissolution, failing which the Liquidator will be appointed by the senior partner (or any similar official) of the firm of certified public accountants most recently retained as auditors of the Partnership. Either Partner may be appointed as the Liquidator with the concurrence of the other Partner.
(b) The Liquidator shall proceed to liquidate the assets of the Partnership, wind up its affairs, and apply and distribute the proceeds in the following order of priority:
(i) To the payment of the debts and liabilities of the Partnership and the expenses of liquidation in the order of priority as provided by law and to the establishment of any reserves which the Liquidator shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations, which reserves may be retained by the Liquidator or paid over by the Liquidator to a bank, trust company or a firm of lawyers to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and at the expiration of such period as the Liquidator shall deem advisable, of distributing the balance in the manner as herein provided.
(ii) To the payment to the Partners of any remaining balance in their respective capital accounts as determined after taking into account all capital account adjustments for the Partnership taxable year during which the liquidation occurs and any contributions made pursuant to Section 9.2(c).
(c) If, at the date of dissolution, either Partner’s capital account balance is in a negative amount, such Partner must prior to any distribution pursuant to Section 9.2(ii) to the Partners and within ninety (90) days of the date of dissolution, restore its capital account to zero.
(d) A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of its liabilities to enable the Liquidator to minimize any costs attendant upon such a liquidation. The provisions of Section 5.2 hereof relating to the allocation of income, gain, losses depreciation and deductions shall be applicable during the period of liquidation.
(e) The Liquidator shall furnish each Partner with a statement audited by the independent firm of certified public accountants then retained as auditor of the Partnership, showing the financial results of t...
Winding Up and Liquidation. Such period of time as determined by the General Partner in its reasonable discretion shall be allowed for the orderly winding up and liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partnership to seek to minimize potential losses upon such liquidation. In connection with the winding up of the Partnership, the General Partner may take any and all actions that it determines in its reasonable discretion to be necessary or desirable to enhance or protect the value of the assets of the Partnership, including the use of xxxxxx, the making of follow-on investments, the reinvestment of undistributed cash and similar actions.
