Dissolution Procedure. The procedure to be followed after the occurrence of one of the events causing dissolution shall be as follows: (a) all Company assets shall be liquidated; (b) then all outstanding debts, expenses and liabilities to third party creditors of the Company shall be paid in the order of priority provided by applicable law; (c) then any remaining funds shall be paid to the Members in accordance with their respective Membership Interests; and (d) then the Company shall execute a Certificate of Cancellation which shall be filed in the office of the Delaware Secretary of State as provided by the Act, and the Members shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution and termination of the Company.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Horizon Health Corp /De/)