Winding Up the Company. Upon the occurrence of a Dissolution Event, the Members shall wind up the Company and liquidate its assets and liabilities according to Sections 1336 through 1341 of the LaLLCL. After the Dissolution Event and until completion of the winding up, the Members may continue to conduct the business of the Company. The Members shall at all times retain the maximum limitation of liability with respect to claims against the Company as is allowed by the LaLLCL. This limitation of liability shall not be diminished by the fact that the Members have not formally commenced the winding up of the Company after a Dissolution Event.
Winding Up the Company. Upon dissolution, the Members shall wind up the Company and liquidate its assets and liabilities according to Sections 1336 through 1341 of the LaLLCL. After the Dissolution Event and until completion of the winding up, the Members may continue to conduct the business of the Company pursuant to the Administrative Provisions of this Agreement. However, the Company shall not conduct any business that is inimical to the winding up of the Company. The Members shall at all times retain the maximum limitation of liability with respect to claims against the Company as is allowed by the LaLLCL. This limitation of liability shall not be diminished by the fact that Members have not formally commenced the winding up of the Company after a Dissolution Event. Any action taken by a Member that has the effect of reducing the limitation of liability available under the LaLLCL shall have no effect, and shall be null and void ab initio unless all Members consent to it.
Winding Up the Company. In the event of a dissolution of the Company, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share profits or losses during the liquidation in the same proportion as before dissolution. The proceeds from liquidation of Company assets shall be applied as follows: (a) payment to creditors of the Company in the order of priority provided by law, and the establishment of a reserve for any unforeseen liabilities or obligations; and (b) in accordance with Section 6.2 hereof.
Winding Up the Company. If, upon the occurrence of a Dissolution Event, the requisite majority of the Remaining Members fails to consent to the continuation of the business of the Company, the Management Committee shall promptly notify the Members of such dissolution and shall wind up the affairs of the Company and liquidate the Company assets. Such winding up and liquidation shall be accomplished as soon as practicable giving due regard to the prudent liquidation of the Company's assets in such a manner as to preserve the value of the Company's assets to the extent that the Management Committee deems practicable. Distributions made with respect to the liquidation of the Company shall be made to the Members no later than ninety days following completion of the liquidation. The proceeds of such liquidation shall be paid in the following order:
(a) First, in payment of the debts and liabilities of the Company and the expenses of liquidation;
(b) Then, to the establishment of such reserves as may be deemed reasonably necessary by the Management Committee for any contingent or unforeseen liabilities or obligations of the Company; and
(c) Then, after making all allocations required by Section 5.01, to Members, in proportion to the positive balance in the Members' respective Capital Accounts after satisfaction of each Member's obligation to the Company.
Winding Up the Company. In the event of a dissolution of the Company, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Member and the directors to minimize the normal losses attendant upon a liquidation. The proceeds from liquidation of Company assets shall be applied as follows:
(a) payment to creditors of the Company in the order of priority provided by law, and the establishment of a reserve for any unforeseen liabilities or obligations; and (b) then to the Member.
Winding Up the Company. (a) If an event of dissolution occurs, as described in SECTION 8.1 above, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this ARTICLE VIII. The Members owning a majority of the Ownership Percentages shall appoint a liquidating trustee (the "Liquidating Trustee"). The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.
(b) Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Members all or any portion of the Company's assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are to be distributed in kind, the Liquidating Trustee shall ascertain the fair market value of such assets, and each Member's Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with ARTICLE V above.
(c) The Members shall continue to share profits, gains and losses during the liquidation in the same manner as before dissolution. The proceeds from liquidation of Company assets shall be applied as follows:
(i) payment to creditors of the Company in the order of priority provided by law, and the establishment of reserves for any unforeseen or not yet due liabilities or obligations; (ii) payment to the Members of their respective capital account balances; and (iii) remaining amounts, if any, to the Members in accordance with their respective Profit-Sharing Percentages.
Winding Up the Company. Upon dissolution of the Company, the Sole Member immediately shall commence to wind up the Company and settle and close it business, dispose of and convey its property, discharge or make reasonable provision for its liabilities and distribute to the Sole Member any remaining assets. In the winding up of the Company, the Company’s assets shall be distributed in accordance with the priorities specified in the Act and other applicable law. Upon completion of the winding up of the Company, the Sole Member shall cause a Certificate of Cancellation to be filed with the Secretary of State of Delaware in accordance with the Act.
Winding Up the Company. Upon dissolution of the Company, the Management Committee immediately shall commence to wind up the Company and settle and close its business, dispose of and convey its property, discharge or make reasonable provision for its liabilities and distribute to the Sole Member any remaining assets. In the winding up of the Company, the Company’s assets shall be distributed in accordance with the priorities specified in the Act and other applicable law. Upon completion of the winding up of the Company, the Management Committee shall cause a Certificate of Cancellation to be filed with the Secretary of State of Delaware in accordance with the Act.
Winding Up the Company. If an Event of Dissolution occurs, the Manager shall cause the winding up of the affairs of the Company and a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the members to minimize the normal losses attendant upon a liquidation. In connection with winding up the affairs of the Company, the Manager shall cause the collection of the Company’s assets, the disposition of those assets that will not be distributed in-kind to the members, the discharge of the Company’s liabilities, the distribution of the remaining assets of the Company to the members and provide the notices and otherwise take all actions necessary to afford the Company the benefits provided by Sections 57D-6-10 and 57D-6-11 of the Act. The proceeds from liquidation of Company assets shall be applied as follows: (i) first, payment shall be made to the creditors of the Company to the extent permitted by law, (ii) second, unless otherwise determined by the Manager, to the establishment of reasonable reserves for any claims against the Company or liabilities or obligations of the Company, whether known, unknown, contingent or based on an event occurring after the filing of articles of dissolution, and (iii) third, all remaining proceeds shall be distributed to the members in accordance with Section 2.6.
Winding Up the Company. Upon the dissolution of the Company pursuant to Section 16.1 hereof, the Company shall immediately commence to wind up the Company’s affairs and distribute the Company’s assets. The Members shall continue to share in Distributions, Profits or Losses during the period of liquidation in the same proportions as before the dissolution. The property and proceeds from liquidation of Company assets shall be applied as follows:
(a) first, to the payment of creditors of the Company, including Members who are creditors, to the extent permitted by Law;
(b) to pay the expenses of winding up the Company;
(c) to establish any reasonable reserves deemed necessary by the Board of Managers for the payment of any contingent or unforeseen liabilities or obligations of the Company and, at the expiration of such period as the Board of Managers reasonably deems advisable, the balance of such reserves will be applied and distributed pursuant to Section 16.2(d) and Section 16.2(e) hereof;
(d) to the holders of CDPQ Preferred Units pro rata in accordance with such holders’ ownership of CDPQ Preferred Units until the holders of CDPQ Preferred Units have received an aggregate amount pursuant to this Section 16.2(d) equal to the CDPQ Preferred Liquidation Amount, at which time the CDPQ Preferred Units shall no longer be deemed outstanding; and then,
(e) to the holders of Common Units pro rata in accordance with such holders’ ownership of Common Units, as adjusted in accordance with Article IV.
