Winding-Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs, subject to the Company’s compliance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or the Ancillary Documents, the Manager shall proceed as promptly as practicable to wind up the affairs of the Company in an orderly and businesslike manner. A final accounting shall be made by Manager. As part of the winding up of the affairs of the Company, the following steps will be taken:
(a) The assets of the Company shall be sold except to the extent that some or all of the assets of the Company are retained by the Company for distribution to the Members as hereinafter provided.
(b) The Company shall comply with Section 18-804(b) of the Act.
(c) Distributions of the assets of the Company after a dissolution of the Company shall be conducted as follows:
(i) first, to creditors, but excluding Members who are creditors (other than the Initial Member (to the extent it continues to hold the Purchase Money Notes)), to the extent otherwise permitted by Law (and, to the extent permitted, in accordance with the Priority of Payments), in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof);
(ii) second, to Members or former Members who are creditors, to the extent otherwise permitted by Law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Members and former Members under Section 18-601 of the Act;
(iii) third, to Members and former Members in satisfaction of liabilities (if any) for distributions under Section 18-601 of the Act; and
(iv) finally, to the Members in the manner set forth in Section 6.6(b).
(d) Upon dissolution, the Manager, may, with the consent of all Members,
(i) liquidate all or a portion of the Company assets and apply the proceeds of such liquidation in the manner set forth in Section 9.2(c) and/or (ii) hire independent appraisers to appraise the value of Company assets not sold or otherwise disposed of or determine the Fair Market Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Members’ respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect...
Winding-Up Procedures. If a dissolution of the Company pursuant to Section 10.1 occurs, subject to the Company’s compliance with its obligation under the other terms and conditions of this Agreement, the Manager shall proceed as promptly as practicable to wind up the affairs of the Company in an orderly and businesslike manner. A final accounting shall be made by the Manager. As part of the winding up of the affairs of the Company, the following steps will be taken:
(a) The assets of the Company, other than the Parent OP Units and any Required Distributions, shall be sold except to the extent that some or all of the assets of the Company are retained by the Company for distribution to the Members as hereinafter provided.
(b) The Company shall comply with Section 18-804(b) of the Act.
(c) Distributions of the assets of the Company after a dissolution of the Company shall be conducted as follows:
(i) first, to creditors and Members who are creditors, to the extent otherwise permitted by Law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Members under Section 18-601 of the Act;
(ii) next, to the Members in satisfaction of liabilities (if any) for distributions under Section 18-601 of the Act; and
(iii) finally, to the Members in proportion to their respective Percentage Interests, provided that, to the maximum extent possible, the Company shall distribute to each Member the Parent OP Units contributed to the Company by such Member.
Winding-Up Procedures. 1. Promptly upon final dissolution of the Company, the affairs of the Company shall be wound up and the Company liquidated. Profits and Losses (and items thereof) with respect to the Company realized during the winding up period shall be allocated among the applicable Capital Accounts of the Members pursuant to Article 5.
2. Distributions in liquidation may be made in cash or in kind or partly in cash and partly in kind in accordance with paragraph 7.5. The Manager or the liquidator shall use its reasonable judgment as to the most advantageous time for the Company to sell investments or to make distributions in kind.
Winding-Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs (or to the extent otherwise required pursuant to Section 9.1(c)), subject to the Company’s compliance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or the other Transaction Documents, the Manager must proceed as promptly as advisable to wind up the affairs of the Company in an orderly and businesslike manner. The Manager will make a final accounting. As part of the winding-up of the affairs of the Company, the following steps will be taken:
(a) The Company must comply with § 18-804(b) of the Act. In connection therewith, (i) the Manager will deliver to the Initial Member a relevant liability and reserve analysis, including, where appropriate, qualified independent third party analysis with respect to potential liabilities, and (ii) the Manager will provide (or make provision) for potential liabilities (including further anticipated Working Capital Expenses in connection with the retention of the Working Capital Reserve and dissolution and termination of the Company) by setting aside applicable reserves in the Working Capital Reserve.
(b) The Manager will liquidate all the Company Property and apply the proceeds of such liquidation in the manner set forth in Section 9.2(c) except as provided for in Section 9.2(d). Any Ownership Entities not sold will be dissolved, wound up and terminated by the Manager as part of, and upon substantially the same terms as apply to, the dissolution, winding- up and termination of the Company, including as to provision (in accordance with, and subject to applicable Law for such Ownership Entity) for contingent liabilities by the setting aside of reserves in the Working Capital Reserve. In connection with such liquidation, the Manager will fully and finally resolve all Loans and other Company Property, including (i) as to any Loan (and rights to any Deficiency Balance) that has not been so fully and finally resolved by way of a disposition or permitted distribution-in-kind, by completion of charge-offs (with issuance of any applicable IRS Form 1099), (ii) in respect of any recorded interests involving or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, with applicable duly recorded transfers, releases or terminations, as applicable, and (iii) closing of all Company Accounts (after all remain...
Winding-Up Procedures. Upon the dissolution of the Company, the Company shall (a) proceed to collect its assets; (b) convey and dispose of such of its properties as are not to be distributed in kind to the Sole Member; (c) pay, satisfy, and discharge its liabilities, or make adequate provision for payment and discharge of such liabilities; and (d) do all other acts required to liquidate its business and affairs.
Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the Partnership, unless there is an action to continue the Partnership without winding up in accordance with Section 13.3, the General Partner (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Partnership’s business and affairs (including disposing of the Partnership’s assets and applying the proceeds as provided in Section 13.4) and terminate the Partnership in accordance with this Agreement and the Act. The Partnership shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs.
(b) If the General Partner has wrongfully caused the winding up of the Partnership or if there is no General Partner, (i) a Majority-in-Interest may vote to elect a person or persons to accomplish the winding up of the Partnership, or (ii) if the Partners fail to elect a person to accomplish winding up the Partnership, then any Partner or Assignee may petition a court to wind up the Partnership as provided in the Act. The person or persons winding up the Partnership, whether the General Partner or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.”
(c) The Liquidator may determine the time, manner, and terms of any sale or sales of Partnership property pursuant to such winding up. The Liquidator (if not the General Partner) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the General Partner under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and with respect to acts taken or omitted while acting in such capacity on behalf of the Partnership, is entitled to the limitation of liability and indemnification rights set forth in Article VI.
(d) The Liquidator shall provide quarterly reports to the Partners and Assignees during the winding up procedure showing the assets and liabilities of the Partnership, providing information and documents required by the Partners and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Partner and Assig...
Winding-Up Procedures.
(a) Upon the dissolution of the Fund, the Fund will thereafter engage in no further business other than that which is necessary or appropriate to wind up the business, and the Managing Member or, in the case of dissolution pursuant to paragraph 10.2(a)(i), one or more liquidators appointed by a Majority in Interest of the Members, will wind up the Fund. A reasonable time will be allowed for the winding up of the affairs of the Fund in order to maximize value and minimize any losses attendant upon such a winding up.
(b) Notwithstanding the dissolution of the Fund, prior to the termination of the Fund, the business of the Fund and the affairs of the Members, as such, will continue to be governed by this Agreement, including the obligations of the Members to make capital contributions for (i) loans that were in process prior to the event giving rise to the Fund’s dissolution, and (ii) the Fund’s obligations for any indebtedness or other Fund expenses in accordance with paragraph 6.2(b).
(c) Distributions during the winding up period may be made in cash or in kind or partly in cash and partly in kind. The Managing Member or the liquidator shall use its best judgment as to the most advantageous time for the Fund to sell investments or to make distributions in kind, subject to the Managing Member’s or the liquidator’s determination of the need for adequate reserves to satisfy current or anticipated liabilities of the Fund. In the event that the Managing Member or the liquidator determines that an immediate sale of all or any portion of the Fund assets would be imprudent under the circumstances, the Managing Member or the liquidator to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Fund assets or distribute such Fund assets to the Members in kind. All cash and other assets distributed in kind shall be distributed in accordance with Article 7; provided, however, that if any such distribution would result in a violation of a law or regulation applicable to a Member that would impose upon a Member burdensome regulatory requirements to which such Member is not already subject, then upon receipt by the Managing Member of notice to such effect, such Member may designate a different entity to receive the distribution, or designate, subject to the approval of the Managing Member, an alternative distribution procedure (provided such alternative distribution procedure does not prejudice ...
Winding-Up Procedures. (a) Promptly upon dissolution of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Act), the affairs of the Partnership shall be wound up and the Partnership liquidated. The closing Capital Accounts and subaccounts of all the Partners shall be computed as of the date of dissolution as if the date of dissolution were the last day of an Accounting Period in accordance with Article 6, and then adjusted in the following manner:
(i) All assets and liabilities of the Partnership shall be valued as of the date of dissolution.
(ii) The Partnership's assets as of the date of dissolution shall be deemed to have been sold at their fair market values and the resulting Profit or Loss shall be allocated to the Partners' Capital Accounts in accordance with the provisions of Article 6. The result for each Partner shall be its closing Capital Account.
(b) Distributions during the winding up period may be made in cash or in kind or partly in cash and partly in kind. The General Partner or the liquidator shall use its best judgment as to the most advantageous time for the Partnership to sell Securities or to make distributions in kind. All cash and each Security distributed in kind after the date of dissolution of the Partnership shall be distributed ratably in accordance with the distribution provisions of Article 8. Each Security so distributed shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of such Security or for legal reasons.
Winding-Up Procedures. (a) Promptly upon dissolution of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Act), the affairs of the Partnership shall be wound up and the Partnership liquidated. The closing Capital Accounts of all the Partners shall be computed as of the date of dissolution as if the date of dissolution were the last day of an Accounting Period in accordance with Article 5, and all assets and liabilities of the Partnership shall be valued as of the date of dissolution.
(b) Any Profit, Loss or expense for any period after the date of dissolution shall be allocated to the Partners in accordance with Article 5. Distributions during the winding up period may be made in cash. The Partners acknowledge that the General Partner or other liquidator may acting in good faith cause the Partnership to sell or otherwise dispose of Securities at a price below fair market value. The General Partner or the liquidator shall use its best judgment as to the most advantageous time for the Partnership to sell Securities. All cash shall be distributed ratably to the Partners in proportion to their respective positive Capital Account balances, unless such distribution would result in a violation of a law or regulation applicable to a Limited Partner, in which event, upon receipt by the General Partner of notice to such effect, such Limited Partner may designate a different entity to receive the distribution, or designate, subject to the approval of the General Partner, an alternative distribution procedure (provided such alternative distribution procedure does not prejudice any of the other Partners). Any Security that the General Partner or other liquidator is not able to dispose of within the two years following the date of dissolution shall be valued at zero, shall not be distributed to the Partners and may be abandoned (or donated) in such manner as the General Partner or other liquidator determines in its sole discretion.
Winding-Up Procedures. (a) Promptly upon the commencement of the winding-up of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Partnership Act), the affairs of the Partnership shall be wound up and the Partnership’s assets liquidated. Profits and Losses (and items thereof) realized during the winding up period (including any Deemed Gain or Deemed Loss) shall be allocated among the Partners’ Capital Accounts pursuant to Article 5.
(b) Distributions during the winding-up period shall be made in cash or in kind. The General Partner or the liquidator (if appointed by the Limited Partners) shall use its good faith judgment as to the most advantageous time for the Partnership to sell Securities or to make distributions in kind.
