Common use of Winding-Up Procedures Clause in Contracts

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 to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c), provided that the Manager shall in good faith attempt to liquidate sufficient Company assets to satisfy in cash the debts and liabilities described in Section 9.2. If a Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.

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 other Transaction 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 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 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 the Members who are creditors (other than the Advance Lender (to the extent amounts are owing on the Advance Facility) and 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 the 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 the Members and former Members under Section 18-601 of the Act; (iii) third, to the 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)) or, to the extent of any funds in the Company Development Account, in accordance with Section 6.6(c) hereof, it being agreed that, for purposes of such Distributions to the Members under this Section 9.2(c)(iv) all of the foregoing Distributions under this Section 9.2(c) shall be deemed to have been satisfied first from available funds from all sources other than the Company Development Account prior to use of the funds in the Company Development Account for purposes of the same. (d) Upon dissolution, the Manager, may, with the consent of all the 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 to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c), provided that the Manager shall in good faith attempt to liquidate sufficient Company assets to satisfy in cash the debts and liabilities described in Section 9.2. If a Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.

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 Transaction 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 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 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 to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c), provided that the Manager shall in good faith attempt to liquidate sufficient Company assets to satisfy in cash the debts and liabilities described in Section 9.2. If a Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.

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 other Transaction 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 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 Property 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 the Members who are creditors (other than the Initial Member (to the extent it continues to hold the Purchase Money Notes))creditors, 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 the 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 the Members and former Members under Section 18-601 of the Act; (iii) third, to the 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 the Members, (i) liquidate all or a portion of the Company assets Property 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 Property 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 to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c), provided that the Manager shall in good faith attempt to liquidate sufficient Company assets Property to satisfy in cash the debts and liabilities described in Section 9.2. If a Member shall, upon the advice of counselcounsel (obtained at its own expense), determine that there is a reasonable likelihood that any distribution in distribution-in-kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution distribution-in-kind on mutually agreeable terms. (e) In connection with any such dissolution and winding-up of the Company, and the making of the Final Distribution, the Manager shall (i) provide the applicable instructions to the Paying Agent in accordance with the Custodial and Paying Agency Agreement, including the instructions for purposes of Section 3.6(d) of the Custodial and Paying Agency Agreement, and (ii) provide to the Members a certificate, signed by an appropriate authorized officer of the Manager, certifying that all Company Property (including all Assets and Ownership Entities) has been sold (or otherwise disposed of) or distributed (taking into account the Final Distribution) in accordance with this Article IX and applicable Law, and that no assets remain owned by, or otherwise titled to, the Company.

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 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 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 NotesNote)), 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 to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c), provided that the Manager shall in good faith attempt to liquidate sufficient Company assets to satisfy in cash the debts and liabilities described in Section 9.2. If a Member shall, upon the advice of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable terms.

Winding-Up Procedures. If a dissolution (a) On the occurrence of an event requiring winding up of the Company pursuant as provided in Section 13.1, unless and until there is an action to continue the Company without winding up in accordance with Section 9.1 occurs13.3, subject to the Board (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Company’s compliance business and affairs (including disposing of the Company’s assets and applying the proceeds as provided in Section 13.4) and terminate the Company in accordance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or and the Ancillary Documents, Act. The Company shall cease to carry on its business (except to the Manager shall proceed as promptly as practicable extent necessary to wind up its business), collect and sell its property to the affairs 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 there are no remaining Managers, (i) a Majority-in-Interest of the Company in an orderly and businesslike manner. A final accounting shall be made by Manager. As part of Members may vote to elect a person or persons to accomplish the winding up of the affairs Company, or (ii) if the Members fail to elect a person to accomplish winding up the Company, then any Member or Assignee may petition a court to wind up the Company as provided in Section 18-803(a) of the Act. The person or persons winding up the Company, whether the Board, a Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator shall have full right and discretion to determine the time, manner, and terms of any sale or sales of Company property pursuant to such winding up. The Liquidator (if other than the Board or a Manager) shall be entitled to receive reasonable compensation for its services. The Liquidator shall have and may exercise, without further authorization or consent of any of the Members or their legal representatives or successors in interest or assignees, all of the powers conferred upon the Board under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator (if not the Board or a Manager) shall, with respect to acts taken or omitted while acting in such capacity on behalf of the Company, be entitled to the following steps will be taken: (a) The assets limitation of the Company shall be sold except liability and indemnification rights set forth in ARTICLE VI to the extent that some or all of the assets of the Company are retained allowed 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)law. (d) Upon dissolutionThe Liquidator shall provide quarterly reports to the Members and Assignees during the winding up procedure showing the assets and liabilities of the Company, providing information and documents required by the Members and Assignees to comply with their tax reporting obligations and such other information as the Liquidator deems appropriate. Within a reasonable time following the completion of winding up, the ManagerLiquidator shall give each Member and Assignee a final statement setting forth the assets, mayliabilities, with the consent of all Members, (i) liquidate all or a portion and reserves of the Company assets and apply the proceeds as 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 to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c), provided that the Manager shall in good faith attempt to liquidate sufficient Company assets to satisfy in cash the debts and liabilities described in Section 9.2. If a Member shall, upon the advice completion of counsel, determine that there is a reasonable likelihood that any distribution in kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager shall each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution on mutually agreeable termswinding up.