Final Liquidation Sample Clauses
The Final Liquidation clause establishes the procedures and consequences for the complete settlement of all outstanding obligations between parties, typically following a default or termination event. In practice, this clause outlines how all remaining positions, payments, or contracts are valued and closed out, often specifying the method for calculating net amounts owed and the timeline for payment. Its core function is to ensure a clear, orderly, and fair resolution of all financial matters at the end of a contractual relationship, thereby minimizing disputes and providing certainty for both parties.
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Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Managing Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of any Member, his legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in-kind to its Members, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 6.2(b) below. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs.
(b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:
(i) First, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company (other than liabilities for distributions to Members);
(ii) Second, to the Preferred Members to pay all due but unpaid Preferred Returns, in accordance with Section 3.1(c); and
(iii) Thereafter, to the Members pursuant to Section 5.2(b)(ii).
(c) Upon dissolution, 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 minimize the losses normally attendant to a liquidation.
(d) Upon the dissolution and completion of the winding up of the Company, the Board shall file the Certificate of Cancellation with the Delaware Secretary of State in accordance with the Act.
Final Liquidation. Distributions upon the final liquidation of the Company (as defined in Treas. Reg. § 1.704-1(b)(2)(ii)(g)), as determined by the Managers, shall be paid to the Members in proportion to the number of Units owned by each Member.
Final Liquidation. On the fourth anniversary of the Effective Date, Purchaser shall, and shall cause any developers or agents employed on its behalf to, commence the process of liquidating the remaining Seller Real Estate and the remaining CHP Real Estate. Purchaser shall use all commercially reasonable efforts to sell, transfer or dispose of to an unaffiliated third party all of the Seller Real Estate and the CHP Real Estate no later than the Final Real Estate Payment Calculation Date.
Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Members or the legal representative of, or successor to, the Member whose event of withdrawal has resulted in the dissolution may wind up the Company’s affairs. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of any Member, his legal representative or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in kind to its Members, discharge or make provision for discharging its liabilities and distribute its remaining assets as provided in Section 8.2(b) below. The Company shall continue in existence following its dissolution and during its winding up, but shall conduct only that business appropriate to winding up its business affairs and liquidating its assets.
(b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution and any cash proceeds from the liquidation of any such assets shall be applied and distributed in the following order, to the extent available and, except as provided below, pro rata within each class:
(i) First, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company (other than liabilities for distributions to Members under Section 57C-4-04 of the North Carolina General Statutes);
Final Liquidation. Each STEP Party agrees that the payments and assignments set forth in Sections 1(a), 1(b), and 1(c) constitute a final liquidation of all claims relating directly or indirectly to the Required Payment. In particular, if the full $58,500 payment is not made pursuant to Section 1(b), the STEP Parties will have no recourse to the UAHC Parties, and the only recourse that the STEP Parties will have is as against the Gallery pursuant to the Assignment and the Artwork Purchase Agreement attached as Exhibit A to the Assignment, and as against ▇▇▇▇▇▇ ▇. N'Namdi pursuant to his Personal Guaranty attached as Exhibit B to the Assignment. To avoid all doubt, if the full $58,500 is not paid, then the STEP Parties only recourse will be to collect as against the Gallery and ▇▇▇▇▇▇ ▇. N'Namdi, and not to collect as against any UAHC Party. Similarly, if the STEP Parties do not realize $41,500 pursuant to sale of the Residual Artwork pursuant to Section 1(c), the STEP Parties will have no recourse as against any UAHC Party, and the STEP Parties only recourse shall be to appoint another recognized art dealer, subject to UAHC's prior approval, which approval shall not be unreasonably withheld, to sell the Residual Artwork in accordance with Section 1(c).
Final Liquidation. Assignee agrees that the payments and assignments set forth in Sections 1(a), 1(b), 1(c) and 1(d) of the Settlement Agreement constitute a final liquidation of all claims relating directly or indirectly to the Required Payment. In particular, if the full $58,500 payment is not made pursuant to Section 1(b) of the Settlement Agreement, the STEP Parties (as defined in the Settlement Agreement) will have no recourse to the UAHC Parties (as defined in the Settlement Agreement), and the only recourse that the STEP Parties will have is as against the Gallery pursuant to this Agreement and the Artwork Purchase Agreement attached hereto as Exhibit A, and as against ▇▇▇▇▇▇ ▇. N'Namdi pursuant to his Personal Guaranty attached hereto as Exhibit B. To avoid all doubt, if the full $58,500 is not paid, then the STEP Parties only recourse will be to collect as against the Gallery and ▇▇▇▇▇▇ ▇. N'Namdi, and not to collect as against any UAHC Party. Similarly, if the STEP Parties do not realize $41,500 from the sale of the Residual Artwork pursuant to Section 1(c) of the Settlement Agreement, the STEP Parties will have no recourse as against any UAHC Party, and the STEP Parties only recourse shall be to appoint another recognized art dealer, subject to UAHC's prior approval, which approval shall not be unreasonably withheld, to sell the Residual Artwork in accordance with Section 1(c) of the Settlement Agreement; provided, however, that UAHC shall remain obligated to make the payment provided for in Section 1(d) of the Settlement Agreement (but only from amounts, if any, received from the Tennessee Escrow (as defined in the Reimbursement Agreement)), subject to the conditions and restrictions set forth therein.
Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of the Member, its legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in kind to the Member, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 8.2(b) below. Upon such dissolution, 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 minimize the losses normally attendant to a liquidation. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs.
(b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:
(i) first to creditors, including the Member, as creditor, to the extent permitted by law, in satisfaction of liabilities of the Company; and
(ii) thereafter to the sole Member
(c) Upon the dissolution and commencement of winding up of the Company, the Managers shall file Articles of Cancellation with the Delaware Secretary of State.