Common use of Liquidating Trustee Clause in Contracts

Liquidating Trustee. Upon the dissolution of the Company, such party as is designated by a Majority in Interest will act as liquidating trustee of the Company (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunder.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company Partnership assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions hereunder.

Liquidating Trustee. Upon the dissolution of the Company, such party as is designated by the Members holding a Majority majority in Interest interest of the Membership Interests will act as liquidating trustee of the Company (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its commercially reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company the Company’s assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunderunder this Agreement.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its commercially reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company the Partnership’s assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions hereunderunder this Agreement.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company Partnership assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions pursuant to Section 8.3(c) hereunder.

Liquidating Trustee. Upon the dissolution of the Company, such party as is designated by the Members holding a Majority majority in Interest interest of the Membership Interests will act as liquidating trustee of the Company (the “Liquidating Trustee”"LIQUIDATING TRUSTEE") and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its commercially reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company the Company's assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunderunder this Agreement.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “Liquidating Trustee”) and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company Partnership assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions pursuant to Article IV hereunder.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “Liquidating Trustee”"LIQUIDATING TRUSTEE") and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its commercially reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company the Partnership's assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions hereunderunder this Agreement.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “"Liquidating Trustee”) and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its commercially reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company the Partnership’s assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions hereunderunder this Agreement.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “Liquidating Trustee”"LIQUIDATING TRUSTEE") and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during EXECUTION COPY the period, will be allocated in accordance with Article 5. V. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company Partnership assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions hereunder.

Liquidating Trustee. Upon the dissolution of the Company, such party as is designated by a Majority in Interest will act as liquidating trustee of the Company (the “Liquidating Trustee”"LIQUIDATING TRUSTEE") and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunder.

Liquidating Trustee. Upon the dissolution of the Company, such ------------------- party as is designated by a Majority in Interest will act as liquidating trustee of the Company (the “"Liquidating Trustee”") and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A --------- reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunder.

Liquidating Trustee. Upon the dissolution of the CompanyPartnership, such ------------------- party as is designated by a Majority in Interest the General Partner will act as liquidating trustee of the Company Partnership (the “"Liquidating Trustee”") and proceed to wind up the business and affairs of the Company Partnership in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company Partnership assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the MembersPartners. The Liquidating Trustee will attempt to convert all assets of the Company Partnership to cash so long as it can do so consistently with prudent business practice. The Members Partners and their respective designees will have the right to purchase any Company Partnership property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company Partnership assets, together with all other revenue, income, gain, deduction, expense, loss and credit during EXECUTION COPY the period, will be allocated in accordance with Article 5. V. A reasonable amount --------- of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company Partnership assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board General Partner and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the CompanyPartnership, such assets may be distributed in kind to the Members Partners in lieu of cash, proportionately to their right to receive cash distributions hereunder.

Liquidating Trustee. Upon the dissolution of the Company, such party as is designated by a Majority in Interest will act as liquidating trustee of the Company (the “"Liquidating Trustee”") and proceed to wind up the business and affairs of the Company in accordance with the terms of this Agreement and applicable law. The Liquidating Trustee will use its reasonable best efforts to sell all Company assets (except cash) in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members. The Liquidating Trustee will attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice. The Members and their respective designees will have the right to purchase any Company property to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties. The gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, will be allocated in accordance with Article 5. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect during the period of winding up. In addition, upon request of the Board and if the Liquidating Trustee determines that it would be imprudent to dispose of any non-cash assets of the Company, such assets may be distributed in kind to the Members in lieu of cash, proportionately to their right to receive cash distributions hereunder.