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) Except as otherwise provided in this Article IX, upon the dissolution of the Company, the manager shall proceed to wind up its affairs, liquidate its property and assets and 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 (including any debts or liabilities of the Company to Members or Affiliates);
(3) to the establishment of such reserves as the manager deems necessary or advisable to provide for any of its contingent or unforeseen liabilities or obligations; provided however, that after the expiration of such period of time as the manager deems appropriate, the balance of such reserves remaining after payment of such contingencies shall be distributed In the manner hereinafter set forth; and
(4) any remaining proceeds shall be distributed to, and allocated among, each Member such that the distributions shall be the same as such Member would receive if the distributions were made pursuant to Section 3.5 of this Agreement. All distributions pursuant to this item (4) shall be made (and any property and assets of the Company that have not been liquidated shall be distributed) by the end of the fiscal year of liquidation, or within ninety (90) days after the date of such liquidation, whichever is later; however, the Company may withhold
(A) reserves established under item (3) above and (B) receivables of the Company, for the purpose of collecting such receivables. Any amounts so withheld (or the proceeds of the collection of receivables so withheld) shall be distributed as soon as practicable to, and allocated among, the Members as such amounts would have been distributed had they not been withheld.
(b) A reasonable time shall be allowed for the orderly liquidation of the property and assets of the Company and the payment of the debts and liabilities of the Company in order to minimize the normal losses attendant upon a liquidation.
(c) The Members hereby appoint the manager as their true and lawful attorney-in-fact to hold, collect and disburse, in accordance with the provisions of this Agreement, any Company receivables existing at the time of the termination of the Company and the proceeds of such receivables, including, but not limited to, those arising from the sale of Company property and assets. The foregoing power of attorney (and all other powers of attorney granted hereunder) is a special power of attorney coupled w...
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 Members. 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 Members, 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 Members 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 Members 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 (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 Members' Capital Accounts, 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. 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. 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 Sections 4.19 and 4.20 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, 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. The company is dissolved: