Common use of Winding Up, Liquidation and Distribution of Assets Clause in Contracts

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, the Managers shall proceed to wind up the affairs of the Company and distribute the assets of the Company as the Managers see fit, subject to the Act. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (b) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, the Managers Member shall proceed to wind up the affairs of the Company Company, and liquidate and distribute the assets of the Company as the Managers see it sees fit, subject to the Act. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (b) . Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the U.S. Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the such Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, the Managers Member shall proceed to wind up the affairs of the Company Company, and liquidate and distribute the assets of the Company as the Managers see it sees fit, subject to the Act. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (b) . Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g1.704_1(b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the such Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, the Managers Member shall proceed to wind up the affairs of the Company Company, and liquidate and distribute the assets of the Company as the Managers see it sees fit, subject to the Act. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (b) . Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g) of the Treasury Regulations, if the Member has a deficit capital account (after giving effect to all contributions, distributions, allocations and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of the Member’s capital account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.