Liquidating Member. Upon the dissolution of the Company, the Manager shall act as the liquidating member (in such capacity, the “Liquidating Member”). The Liquidating Member shall, upon the dissolution and upon completion of the winding up of the affairs of the Company, file appropriate certificate(s) to such effect in the proper governmental office or offices under the LLC Act as then in effect. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company. Any tax matters that are continuing as of the time of such liquidation and dissolution and/or that arise after such liquidation and dissolution (if such liquidation and dissolution should ever occur) shall be governed by the provisions of Section 7.4 hereof, and the provisions of this sentence shall survive any such liquidation and/or dissolution of the Company.
Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the company in accordance with the provisions of this Article XI. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or the Managing Member, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or the Managing Member shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.
Liquidating Member. The Member in sole charge of winding up the Company and having the powers described in Section 13.2. List. As described in Section 13.2(b)(ii).
Liquidating Member. (a) The term “
Liquidating Member. The Member in sole charge of winding up the Company and having the powers described in Section 13.2. List. As described in Section 13.2(b)(ii). Major Capital Event. One or more of the following: (i) sale of all or any part of, or any interest in, Company property (including the Project and the Property), exclusive of sales or other dispositions of tangible personal property in the ordinary course of business; (ii) placement and funding of any indebtedness of the Company secured by some or all of its assets with respect to borrowed money, excluding short term borrowing in the ordinary course of business; (iii) condemnation of all or any material part of, or any interest in, the Property through the exercise of the power of eminent domain; or (iv) any unrestored material loss of Company property or any part thereof or interest therein by casualty, failure of title or otherwise. Major Decision. As defined in Section 6.2(a).
Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the Company in accordance with the provisions of this Article XI. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or GAP, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or GAP shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.
Liquidating Member. That Member or other Person designated upon the dissolution and winding up of the Company to liquidate the Company Assets and the Company business pursuant to Article 14.
Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company and all of its Subsidiaries all papers which shall be necessary or desirable to effect the dissolution and termination of the Company and each of its Subsidiaries in accordance with the provisions of this ARTICLE XI. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or the Board, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or the Board shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company and each of its Subsidiaries.
Liquidating Member. (a) The term “Liquidating Member” shall mean the Managing Member.
Liquidating Member. “Liquidating Member” shall have the meaning set forth in Section 9.3 of this Agreement. 1.64
