Winding Up and Liquidation of the Company Sample Clauses
The 'Winding Up and Liquidation of the Company' clause outlines the procedures to be followed when a company is dissolved and its assets are distributed. It typically details the order in which creditors, shareholders, and other stakeholders are paid, and may specify the steps for selling company assets and settling outstanding obligations. This clause ensures an orderly and fair process for closing the company, protecting the interests of all parties involved and minimizing disputes during the dissolution.
Winding Up and Liquidation of the Company. (a) Upon an event of dissolution described in SECTION 9.1, the Managing Member shall (i) deliver to the Secretary of the State of Delaware for filing a certificate of dissolution in accordance with the Act, and (ii) diligently proceed to wind-up the affairs of the Company, liquidate its assets and distribute the assets in accordance with this Agreement. During the time prior to the liquidation, the Company shall be continued as a continuing limited liability company bound by the terms of this Agreement, the continuing limited company shall succeed to all Company assets and liabilities, the business of the Company shall be continued, and the Board shall have the right to do all acts authorized by law for the purpose of winding-up the affairs of the Company.
(b) In the event of liquidation of the Company, the Managing Member shall take the following steps:
(i) first, use its best efforts to sell the business of the Company as a going concern;
(ii) second, to the extent the business of the Company cannot be sold in its entirety as a going concern, determine which Company properties and assets should be distributed in kind, and dispose of all other Company properties and assets at the best cash price obtainable therefor;
(iii) third, apply Company property to the payment of the debts and liabilities of the Company, the expenses of liquidation and the establishment of any reserves deemed necessary by the Managing Member;
(iv) fourth, repay any loans and advances (other than capital contributions) by Members and all accrued interest thereon; and
(v) fifth, distribute any remaining Company assets to the Members in accordance with their positive Capital Account balances as determined pursuant to SECTION 4.
1. If any reserves are established in connection with the foregoing, the Managing Member may pay over the amounts reserved to an escrow agent to be held by it for the purposes of disbursing the reserves in payment of any contingencies which may arise and, at the expiration of any period as the Managing Member considers advisable, for distribution of the balance of the funds in the same manner and with the same priorities as are provided in clause 9.4(b)(v). The Members shall look solely to the assets of the Company for the return of their capital contributions.
Winding Up and Liquidation of the Company. Upon dissolution, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of creditors and the Sole Member. Upon dissolution, a full accounting of the assets and liabilities of the Company shall be taken, and the Company assets shall be distributed as promptly as possible as hereinafter provided:
(a) first, to the satisfaction (or the making of reasonable provision for the satisfaction) of such debts and liabilities of the Company (or reserves therefor), including any necessary expenses of liquidation, except any debts, liabilities and loans that may be due to the Sole Member, in the order of priority as provided by law; and
(b) second, to the satisfaction (or the making of reasonable provision for the satisfaction) of any debts and liabilities that may be due to the Sole Member and to the satisfaction (or the making of reasonable provision for the satisfaction) of the unpaid principal balance and the interest accrued thereon on loans, if any, made by the Sole Member to the Company. All of the remaining assets of the Company shall be distributed to the Sole Member.
Winding Up and Liquidation of the Company. Upon dissolution, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of creditors and the Member. In so doing, a full accounting of the assets and liabilities of the Company shall be taken and the Company's assets shall be distributed as promptly as possible as hereinafter provided:
(a) to the payment (or the making of reasonable provision for the payment) of such debts and liabilities of the Company (or reserves therefor), including any necessary expenses of liquidation, except any debts, liabilities and loans that may be due to the Member, in the order of priority as provided by law; and
(b) to the payment (or the making of reasonable provision for the payment) of any debts and liabilities that may be due to the Member and to the payment (or the making of reasonable provision for the payment) of the unpaid principal balance and the interest accrued thereon on loans, if any, made by the Member to the Company. All of the assets of the Company shall be distributed on dissolution.
Winding Up and Liquidation of the Company. Article 47.- Winding up of the company
Winding Up and Liquidation of the Company. Upon dissolution, the Company shall cease carrying on its business and affairs and shall commence the winding up of the Company's business and affairs and the liquidation of its assets. Upon the winding up of the Company, the assets of the Company shall be distributed first to creditors to the extent permitted by law, in satisfaction of the Company's debts, liabilities and obligations, then for contingent liabilities determined by the Investment Committee, and then to Members in accordance with their Capital Account balances, determined after the allocation of all Profits, Losses and items of income, gain, expense or loss. Such proceeds shall be paid to such Members within ninety (90) days after the date of winding up.
Winding Up and Liquidation of the Company. (a) Upon the dissolution of the Company, the Managers shall proceed to wind up the affairs and liquidate the property and assets of the Company, and shall apply and distribute the proceeds of such liquidation in the following priority:
(1) to the expenses of liquidation;
(2) to the payment of all debts and liabilities of the Company;
(3) to the establishment of such reserves as the Managers deem necessary or advisable to provide for any contingent or unforeseen liabilities or obligations of the Company, provided, however, that after the expiration of such period of time as the Managers deem
Winding Up and Liquidation of the Company. 23 9.1 Winding Up and Liquidation of the Company 23 9.2 Certificate of Cancellation 24 ARTICLE X SECURITIES LAW PROVISIONS 24 10.1 Claims of Exemption 24 10.2 General Provisions 24 ARTICLE XI MISCELLANEOUS PROVISIONS 25 11.1 Notices 25 11.2 Offset 26 11.3 Construction 26 11.4 Severability 27 11.5 Waiver 27 11.6 Entire Agreement 27 11.7 Amendments to this Agreement 27
Winding Up and Liquidation of the Company. Upon the dissolution of the Company, the Manager shall proceed to wind up the affairs and liquidate the property and assets of the Company and shall apply and distribute the proceeds of such liquidation in the following priority:
Winding Up and Liquidation of the Company. Upon dissolution, the Company shall cease carrying on its business and affairs and shall commence the winding up of the Company's business and affairs and the liquidation of its assets (subject, in all respects, to the provisions of Section 4.19 hereof). Upon the winding up of the Company, the assets of the Company shall be distributed first to creditors to the extent permitted by law, in satisfaction of the Company's debts, liabilities and obligations and then to Members in accordance with the provisions of Sections 3.03 a. hereof. Such proceeds shall be paid to such Members within ninety (90) days after the date of winding up.
Winding Up and Liquidation of the Company. The company is dissolved: