Liquidation Upon Dissolution. Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:
Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Management Committee, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company and Company Property distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority:
Liquidation Upon Dissolution. Upon the dissolution of the Company, the Members must wind up the affairs of the Company unless the dissolution results from the dissociation of a Member and the other Members elect to continue the Company under the provisions of this agreement relating to effect of member’s dissociation. If the affairs of the Company are wound up, a full account must be taken of the assets and liabilities of the Company, and the assets of the Company must be promptly liquidated. Following liquidation of the assets of the Company, the proceeds must be applied and distributed in the following order of priority:
Liquidation Upon Dissolution. Upon dissolution of the Company, the Board of Managers, on behalf of all Members, as liquidating trustee, shall dissolve the Company, sell (unless the dissolution occurs by reason of the Conversion Date under Section 9.01(d), in which event all Company assets shall be distributed as provided below and shall not be sold) or distribute all Company properties within a reasonable time, pay or arrange for the payment of all Company debts and expenses and distribute the balance of the Company assets to the Members in accordance with this Section 9.02. Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the Company’s Articles of Organization shall have been cancelled and the assets of the Company shall have been distributed as provided herein. Notwithstanding the dissolution of the Company prior to the termination of the Company, as aforesaid, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement. At the time of such dissolution, the assets of the Company will be distributed to the Members in kind as follows:
Liquidation Upon Dissolution. Upon dissolution of the Company, the Management Committee, on behalf of all Members, as liquidating trustee, shall dissolve the Company, sell or distribute all Company properties within a reasonable time, pay or arrange for the payment of all Company debts and expenses and distribute the balance of the Company assets to the Members, following the application of Section 4.03(d) as applicable, in proportion to their respective positive Capital Account balances, as determined following all Capital Account adjustments for the taxable year of the liquidation. Any distributions of Company property in kind shall be made in an equitable manner, taking into account tax and related considerations. Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the Company’s Articles of Organization shall have been cancelled and the assets of the Company shall have been distributed as provided herein. Notwithstanding the dissolution of the Company prior to the termination of the Company, as aforesaid, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Liquidation Upon Dissolution. Upon the dissolution of the Partnership, sole and plenary authority to effectuate the liquidation of the assets of the Partnership shall be vested in the Board of Directors, who shall have full power and authority to sell, assign and encumber any and all of the Partnership’s assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner. The proceeds of liquidation of the assets of the Partnership distributable upon a dissolution and winding up of the Partnership shall be applied in the following order of priority:
Liquidation Upon Dissolution. Upon the dissolution of the LLC, subject to the Members' right to elect to continue the business of the LLC pursuant to Section 7.01 hereof, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested (a) in LUK for so long as LUK's Preferred Capital interest in the LLC shall remain outstanding, and if such Preferred Capital interest shall have been extinguished, (b) in HFC, which party shall have full power and authority to sell, assign and encumber any and all of the LLC's assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:
Liquidation Upon Dissolution. Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority: first, to the creditors of the LLC, which may include the Member as a creditor, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (or any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provisions for payment thereof; and
Liquidation Upon Dissolution. (a) Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Members (the “Liquidators”). The Liquidators shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner.
Liquidation Upon Dissolution. (a) Upon dissolution of the Company, the Management Committee (in such capacity, the “Liquidating Trustee”) shall carry out the winding up of the Company and shall immediately commence to wind up such affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of the Assets and the satisfaction of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. The proceeds of liquidation shall be applied first to payment of all expenses and debts of the Company and setting up of such reserves as the Management Committee reasonably deems necessary to wind up the Company’s affairs and to provide for any contingent liabilities or obligations of the Company.
