Winding Up, Liquidation and Distribution of Assets. (a) 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 Section 14.04.
(b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.
(c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) 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 IX above.
(d) All assets of the Company shall be applied and distributed by the Liquidators in the following order:
(i) First, to the creditors of the Company;
(ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;
(iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.
(e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meanin...
Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager, or if none, the Persons or Persons selected by Majority Vote of the Members (the “Liquidator”) shall immediately proceed to wind up the affairs of the Company.
(b) Following dissolution of the Company (whether pursuant to Section 14.1 or otherwise) and upon liquidation and winding up of the Company, the Manager or Liquidator shall make a final allocation of all items of income, gain, loss and expense in accordance with Article 8 hereof, and the Company’s liabilities and obligations to its creditors shall be satisfied to the extent required by the Act (whether by payment or the making of reasonable provision for payment) prior to any distributions to the Company. After such payment or reasonable provision for payment of all liabilities and obligations of the Company, the remaining assets, if any, shall be distributed among the Members under Article 9.
(c) Upon completion of the winding-up, liquidation and distribution of the assets, the Company shall be deemed terminated.
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 of the Company, no further business shall be conducted by the Company 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 pursuant to the provisions of this Section. The Member shall act as 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 Member all or any portion of the Company’s assets in kind.
c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:
(i) First, to the creditors of the Company;
(ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;
(iii) Third, to the Member.
Winding Up, Liquidation and Distribution of Assets. Upon the winding up of the Company, the Company property shall be distributed:
(a) first, to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of Company liabilities; and
(b) second, to the Member. Any such distributions shall be in cash or property or partly in both, as determined by the Member.
Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, an accounting shall be made of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Member shall immediately proceed to wind up the affairs of the Company.
(b) If the Company is dissolved and its affairs are to be wound up, the Member shall (i) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Member may determine to distribute any assets to the Member in kind), (ii) discharge all liabilities of the Company, including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company, and (iv) distribute all remaining cash and assets of the Company to the Member.
(c) Upon completion of the winding up, liquidation and distribution of the assets and filing of the Certificate of Cancellation, the Company shall be deemed terminated.
Winding Up, Liquidation and Distribution of Assets. 7.2.1 If the Company is dissolved and its affairs are to be wound up, the Member is directed to:
(1) sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and
(2) distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member.
7.2.2 Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.
Winding Up, Liquidation and Distribution of Assets. Upon dissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager, or if none, the Persons or Persons selected by Majority Vote of the Members (the “Liquidator”) shall immediately proceed to wind up the affairs of the Company.
Winding Up, Liquidation and Distribution of Assets. Upon dissolution, an accounting will be made of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Member will:
(a) sell or otherwise liquidate all of the Company’s assets as promptly as practicable;
(b) discharge all liabilities of the Company, including liabilities to the Member as a creditor of the Company to the extent permitted by law, excluding liabilities for distributions to Members; and
(c) distribute all remaining assets to the Member.
Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Board of Directors shall immediately proceed to wind up the affairs of the Company.
(b) If the Company is dissolved and its affairs are to be wound up, the Board of Directors shall (i) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Board of Directors may determine to distribute any assets to the Members in kind), (ii) discharge all liabilities of the Company (other than liabilities to Members), including all costs relating to the dissolution, winding up, liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company, (iv) discharge any liabilities of the Company to the Members other than on account of their interests in Company capital or profits, and (v) distribute the remaining assets to the Members in accordance with Section 5.1(b) hereof, either in cash or in kind, as determined by the Board of Directors, with any assets distributed in kind being distributed pro rata among the Members (based on the number of Units held by them) and valued for this purpose at their Fair Market Value.
(c) If any assets of the Company are to be distributed in kind, the Fair Market Value of such assets as of the date of dissolution shall be determined by independent appraisal or by an independent appraiser selected by majority vote of the Board of Directors. Such assets shall be deemed to have been sold as of the date of dissolution for their Fair Market Value.
