Winding Up Company Affairs Sample Clauses

Winding Up Company Affairs. Upon dissolution of the Company and until the filing of a certificate of cancellation as provided in Section 5.4.2, the Persons winding up the affairs of the Company may prosecute and defend suits on behalf of the Company, whether civil, criminal or administrative, settle and close the business of the Company, dispose of and convey the property of the Company, discharge or make reasonable provision for the liabilities of the Company, and distribute to the Members any remaining assets of the Company, in accordance with this Article 5, without affecting the liability of Members and Managers and without imposing liability on a liquidating trustee.
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Winding Up Company Affairs. (1) Upon the occurrence of any of the events specified in Section 14A(1) - (3) or the events specified in Section 14A(4) and the failure of the Members to continue the business under Section 14B, the Members shall wind up the affairs of the Company. After the payment of, or provisions for, all debts of the Company, the proceeds of the sale of the Company assets or the Company assets shall be distributed to the Members or their Successor-in-Interest pro rata in accordance with their positive Capital Accounts. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value for purposes of the allocations under Section 6. Unless the Members otherwise agree, there shall be distributed to the Members as tenants-in-common an undivided interest in the assets equal to the distributions to which they are entitled under Section 6.
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Winding Up Company Affairs. In the event of the Company’s dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company are to be applied in the manner, and in the order of priority, set forth in § 18-804 of the Act.
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Winding Up Company Affairs. 13.2.1 Upon any dissolution of the Company and the payment of, or the making of due provisions for, all debts of the Company, the Company’s assets (or the proceeds of the sale thereof) shall be distributed to the Members in accordance with Section 10.1
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Winding Up Company Affairs. (1) Upon the occurrence of any of the events specified in Section 14A(1) - (3) or the events specified in Section 14A(4) and the failure of the Members to continue the business under Section 14B, the Manager shall wind up the affairs of the Company. After the payment of, or provisions for, all debts of the Company, the proceeds of the sale of the Company assets or the Company assets shall be distributed to the Members in accordance with their Capital Accounts. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof. Unless the Members otherwise agree, there shall be distributed to the Members as tenants-in-common, an undivided interest in the assets equal to the distributions to which they are entitled.
Sample 1
Winding Up Company Affairs. Upon the occurrence of an event specified in Section 15.1, the Manager shall wind up the affairs of the Company in accordance with the plan of liquidation adopted by the Board. If the Board cannot agree on a plan of liquidation within ninety (90) days after the occurrence of an event specified in Section 15.1, the Voting Members shall agree upon and the Company shall engage, within fifteen (15) days after the expiration of the ninety (90) day period, an investment banker to wind up the affairs of the Company. If the Voting Members are unable to agree upon an investment banker within such fifteen (15) day period, then one investment banker shall be selected by each Voting Member within five (5) days thereafter and such investment bankers shall jointly appoint within five (5) days of their selection a nationally recognized investment banker. However, in the event of an election to dissolve the Company under Section 14.1(a)(i), the non-Bankrupt Voting Member or Voting Members shall have the right to adopt the plan of liquidation and direct the Manager in winding up the affairs of the Company. After the payment of, or provision for, all debts of the Company, the proceeds of the sale of the Company assets and/or the Company assets shall be distributed to the Members in accordance with their Capital Accounts, subject to the provisions of Section 7.5. IHCC shall have the option, in any dissolution of the Company, to elect to receive a distribution in kind of the CCAO Series 2 Assets, and to the extent the value of this distribution in kind to IHCC of the CCAO Series 2 Assets exceeds the value of the distribution to which IHCC would otherwise be entitled under this Agreement, IHCC shall contribute to the Company for distribution to the other Members an amount of cash equal to the excess of the value of the CCAO Series 2 Assets over the distribution to which IHCC is otherwise entitled under this Agreement. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined in accordance with Section 13.5(d)(ii), and shall be deemed to have been sold at fair market value for purposes of the allocations under Section 6.
Sample 1

Related to Winding Up Company Affairs

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

  • Winding Up Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Manager shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Company, the Manager may, to the fullest extent permitted by law, take any and all actions that it determines in its sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Manager to minimize the losses that may result from a liquidation.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Dissolution of the Partnership The Partnership shall be dissolved upon the happening of any of the following:

  • Winding-up, etc None of the events contemplated in clauses (a), (b), (c) or (d) of Section 11.05 has occurred with respect to any Credit Party.

  • No Control of the Company’s Business Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ operations.

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members.

  • Dissolution Winding Up (a) The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act.

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

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