Liquidating Agent. The liquidation of the Company shall be conducted and supervised by the Managers or if there is no Manager, then by a Person designated for such purposes by the Members who own or hold a majority of the Participation Interests (the Manager(s) or such Person designated to liquidate the Company is referred to as the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Members a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice.
Liquidating Agent. Upon dissolution of the Company, the Board of Managers shall act in liquidation of the Company. The Board of Managers may, in their discretion, sell the assets of the Company or they may distribute all or any part of the assets in kind. Should the Board of Managers elect to distribute assets in kind, the assets shall be treated as if sold for their respective Fair Market Values during the year in which the assets are distributed, as reasonably determined by the Board of Managers, and the Capital Accounts of the Members shall be adjusted to reflect any gain or loss which would have been realized had the assets been sold for their respective Fair Market Values and the proceeds received, it being intended that no different treatment of a Member shall result from a decision to distribute assets in kind rather than to sell assets. Net Profits and Net Losses realized during liquidation shall be credited and charged to the Members in the same shares and proportions as if realized during the year in which liquidation occurs.
Liquidating Agent. RAIT and RPI hereby agree that, subject to the approval of the Purchase Money Lender, Brandywine Construction & Management, Inc. shall be appointed as Liquidating Agent as of Closing. RPI 49 agrees that, subject to the rights of the Purchase Money Lender, it will designate an Equity Holder after consulting with RAIT. It is expressly agreed that RAIT may not, in any manner whatsoever, interfere with, delay or otherwise impair Purchase Money Lender's rights to require designation of an Equity Holder. As long as the Purchase Money Financing shall be outstanding, the Liquidating Agent shall be irrevocably instructed to make all payments due thereon to the Purchase Money Lender prior to making any payments to RAIT or RPI 49.
Liquidating Agent. The liquidation of the Company shall be conducted and supervised by the Managing Member or if there is no Managing Member, then by a Person designated for such purposes by the Member (the Managing Member or such Person designated to liquidate the Company is referred to as the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Member a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice.
Liquidating Agent. The winding up of the Company shall be conducted and supervised by a person designated for such purposes (the “Liquidating Agent”) by the Directors, or if the Directors cannot designate such person, by a Majority of the Class B Members, or by the sole Remaining Member if there is only one Remaining Member. The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the winding up and termination of the Company in accordance with this Agreement and the Act.
Liquidating Agent. Upon the dissolution of the Partnership, the Partnership shall be liquidated in accordance with this Agreement and the Delaware Act. The liquidation shall be conducted and supervised by the General Partner or, if there is no General Partner, by a person who shall be designated for such purpose by the Limited Partners (the General Partner or such person so designated being herein referred to as the "Liquidating Agent"). The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner has with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidating Agent is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any asset or liability of the Partnership. The Liquidating Agent shall have the right from time to time, by revocable powers of attorney, to delegate to one or more persons or entities any or all such rights and powers and such authority and power to execute documents, and, in connection therewith, to fix the reasonable compensation of each such person or entity, which compensation shall be charged as an expense of liquidation.
Liquidating Agent. The liquidation of the Company shall be conducted and supervised by the Managing Member or if there is no Managing Member, then by a Person designated for such purposes by the Member (the Managing Member or such Person designated to liquidate the Company is referred to as the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Member a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. Limited Liability Company Agreement Yak Interests LLC
Liquidating Agent. Upon the dissolution of the Joint Venture, the Managing Venturer (or in the event the dissolution is caused by the Incapacity of the Managing Venturer, such Person as the Limited Partnership shall designate (including itself) shall act as liquidating agent (the "Liquidating Agent") and immediately proceed to wind up and terminate the business and affairs of the Joint Venture. During the Wind Up Period, no new Non-Operating Interests of any sort may be acquired by the Joint Venture with Joint Venture funds. Upon dissolution of the Joint Venture, a proper accounting shall be made of the Joint Venture's assets and liabilities and obligations from the date of the last previous accounting to the date of such dissolution and the Joint Venture's business and affairs shall be liquidated in an orderly manner in no event to exceed six (6) months (such period being called the "Wind-Up Period") and such sales of properties of the Joint Venture as may be required for such purposes shall be made by the Liquidating Agent as more fully hereafter set forth.
Liquidating Agent. Upon dissolution of the Partnership, the General Partners, who have not wrongly triggered the Liquidating Event, shall wind up the affairs of the Partnership and liquidate the Partnership; provided, however, in the event there is no remaining General Partner that has not wrongfully triggered the Liquidating Event, then and in that event the Majority in Interest of Limited Partners may act in liquidation of the Partnership and elect or appoint any Person to be the liquidating agent.
Liquidating Agent. Upon the termination of the Partnership, the General Partner will act as the Partnership’s liquidating agent, unless it is unavailable or is prohibited to do so by applicable law, in which event, a vote by a majority in interest of the Limited Partners shall appoint a liquidating agent. The General Partner or other liquidating agent shall be reimbursed for all fees and expenses relating to the liquidation of the Partnership and shall be entitled to reasonable compensation from the Partnership for acting as liquidating agent.
