Winding Up and Liquidation of the Company. (a) Upon the dissolution of the Company in accordance with Sections 8.1 and 4.3(b) hereof, unless it is reconstituted as provided in Section 6.2(c) or 8.1(b) hereof, 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 amounts payable under the Bonds and the Financing Order;
(3) to the payment of all debts and liabilities of the Company other than those set forth in item (2) hereof;
(4) 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 appropriate, the balance of such reserves remaining after payment of such contingencies shall be distributed in the manner hereinafter set forth; and
(5) any remaining proceeds shall be distributed to the Member.
(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 8.2 to the contrary notwithstanding, if the Managers 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 Managers 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 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 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 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. 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. The company is dissolved:
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 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, 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.
