Common use of Winding Up by Members Clause in Contracts

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 11, the Members shall be co-liquidating Members and shall continue to act by Member Consent. In such event the Members shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) and (b) of Section 13.5 and Section 9.4(a) shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (CNL Growth Properties, Inc.), Limited Liability Company Agreement (CNL Growth Properties, Inc.), Limited Liability Company Agreement (Global Growth Trust, Inc.)

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Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 11, the Members shall be co-liquidating Members and shall continue to act by Member Consent. In such event the Members shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) and (b) of Section 13.5 and subsection (a) of Section 9.4(a) 9.4 shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (CNL Growth Properties, Inc.)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 11, the Members shall be co-liquidating Liquidating Members and shall continue to act by Member Consent. In such event the Members shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) and (b) of Section 13.5 and Section 9.4(a) shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (CNL Growth Properties, Inc.), Limited Liability Company Agreement (Global Growth Trust, Inc.)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between among the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 114, 10, 11 and 12, the Members shall be co-liquidating Members and shall continue to act by Member ConsentMembers. In such event the Members shall have rights acting by Member Consent the right to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.513.4. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a), (b), (c), (d) and (be) of Section 13.5 and Section 9.4(a) 13.4, shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement Agreement, or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 1110, 11 and 12, the Members shall be co-liquidating Members and shall continue to act by Member ConsentLiquidating Members. In such event the Members shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) ), (b), (c), and (bd) of Section 13.5 and Section 9.4(a) 13.5, shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Operating Agreement (Extra Space Storage Inc.)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between among the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 4, 11, 12 and 13, the Members shall be co-liquidating Members and shall continue to act by Member ConsentMembers. In such event the Members shall have rights acting by Member Consent the right to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.514.4. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a), (b), (c), (d) and (be) of Section 13.5 and Section 9.4(a) 14.4, shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 11, the Members shall be co-liquidating Members and shall continue to act by Member Consent. In such event the Members shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) and (b) of Section 13.5 and Section 9.4(a9.4(b) shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CNL Growth Properties, Inc.)

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Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 11, the Members shall be co-liquidating Members and shall continue to act by Member Consent. In such event the Members shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) and (b) of Section 13.5 and Section 9.4(a) 9.4 shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CNL Growth Properties, Inc.)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 1110, 11 and 12, the Members shall be co-co liquidating Members and shall continue to act by Member Consentthrough the Committee. In such event the Members shall have rights acting by Member Consent through the Committee to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-non severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a), (b), (c) and (bd) of Section 13.5 and Section 9.4(a) 13.5, shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Operating Agreement (American Retirement Corp)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the Members, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 11, the Members shall be co-liquidating Members and shall continue to act by Member Consent. In such event the Members shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members shall determine are not readily severable or distributable in kind, the Members, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) and (b) of Section 13.5 and Section 9.4(a) 13.5, shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Liability Company Agreement (CNL Growth Properties, Inc.)

Winding Up by Members. Upon dissolution of the Company by expiration of the term hereof, by operation of law, by any provision of this Agreement or by agreement between the MembersCNL and TRG, the Company’s business shall be wound up and all its assets distributed in liquidation. In such dissolution, except as otherwise expressly provided in Articles 10 or 11, the Members CNL and TRG shall be co-liquidating Liquidating Members and shall continue to act by Member Consent. In such event the Members CNL and TRG shall have rights acting by Member Consent to wind up the Company and shall proceed to cause the Company’s property to be sold and to distribute the proceeds of sale as provided in Section 13.5. Except in respect of (i) all assets on which a single, non-severable mortgage or other lien will be in effect after such distribution, and (ii) any assets which the Members CNL and TRG shall determine are not readily severable or distributable in kind, the MembersCNL and TRG, to the extent that liquidation of such assets is not required to fulfill the payments, if any, under subsections (a) and (b) of Section 13.5 and Section 9.4(a) shall, if they agree, have the right to distribute, in kind, all or a portion of the assets of the Company to the Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Growth Trust, Inc.)

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