Winding Up and Liquidation of the Company Sample Clauses

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. (a) 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: (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 Manager deems 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 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) the balance of such proceeds shall be distributed as follows: (i) first, to T-Asia, to the extent of T-Asia’s Preferred Capital, and (ii) any remaining proceeds shall be distributed to the Members pro rata, based on their Sharing Percentages (taking into account the reduction in Xxxxxx’x Sharing Percentage from 10% to 5% once distributions to him (including any made under this Section 8.1(a)(4)) exceed US $30 million). (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) Anything contained in this Section 8.1 to the contrary notwithstanding, if the Manager shall determine that a complete liquidation of all the property and assets of the Company would involve substantial losses or be impractical or ill-advised under the circumstances, the Manager shall liquidate that portion of the assets of the Company sufficient to pay the expenses of liquidation and the debts and liabilities of the Company (excluding the debts and liabilities of the Company to the extent that they are adequately secured by mortgages on or security interests in the assets of the Company), and the remaining property and assets shall be distributed to the Members as tenants-in-common or partitioned in accordance with applicable statutes or distributed in such other reasonable manner as shall be determined by the Manager. If any assets are distributed in kind, such assets shall be distributed in a manner which is consistent with the order of priority set forth in Section 8.1 hereof.

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. 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 Sole 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 Sole 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 Sole 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 (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. 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 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. Upon the dissolution of the Company, the Member will wind up the affairs of the Company, liquidate the property and assets of the Company, 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 debts owed to the Member and taxes; GMAC LLC (3) to the establishment of such reserves as the Member deems necessary or advisable to provide for any contingent or unforeseen liabilities or obligations of the Company, except, that after the expiration of such period of time as the Member deems appropriate, the balance of such reserves remaining after payment of such contingencies will be distributed in the manner hereinafter set forth; and (4) any remaining proceeds will be distributed to the Member.

Winding Up and Liquidation of the Company. Upon the dissolution of the Company, GMAC will wind up the affairs of the Company, liquidate the property and assets of the Company, 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 debts owed to the Members and taxes; (3) to the establishment of such reserves as GMAC deems necessary or advisable to provide for any contingent or unforeseen liabilities or obligations of the Company, except, that after the expiration of such period of time as GMAC deems appropriate, the balance of such reserves remaining after payment of such contingencies will be distributed in the manner hereinafter set forth; (4) to the holder of the Class M Preferred Units in an amount equal to the Class M Preferred Unit Redemption Price, multiplied by the number of Class M Preferred Units then held by such person, plus any authorized but unpaid Preferred Distributions; and (5) any remaining proceeds will be distributed on a pro rata basis to GMAC (in its capacity as the holder of the Class A Common Units) and the holders of Class M Common Units (including GMAC in its capacity as a holder of Class M Common Units) based on the amounts in each Member’s capital account at the time of dissolution.