Liquidation; Winding Up Clause Samples
The 'Liquidation; Winding Up' clause outlines the procedures and rules that apply when a company or partnership is dissolved and its assets are distributed. It typically details the steps for settling outstanding debts, selling off assets, and distributing any remaining funds to shareholders or partners according to their ownership interests. This clause ensures an orderly and fair process for closing the business, protecting the interests of creditors and stakeholders, and minimizing disputes during the dissolution process.
Liquidation; Winding Up. Upon the occurrence of an Event of Dissolution, the Board of Managers shall wind up the affairs of the Company in accordance with the Act and shall supervise the liquidation of the assets and property of the Company and, except as hereinafter provided, shall have full, complete and absolute discretion in the mode, method, manner and timing of effecting such liquidation. The Board of Managers shall have absolute discretion in determining whether to sell or otherwise dispose of Company assets or to distribute the same in kind. The Board of Managers shall liquidate and wind up the affairs of the Company as follows:
(a) The Board of Managers shall prepare (or cause to be prepared) a balance sheet of the Company in accordance with GAAP as of the date of dissolution.
(b) The assets, properties and business of the Company shall be liquidated by the Board of Managers in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Board of Managers not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (c); provided, however, that the fair market value of such properties and assets (as determined by the Board of Managers in good faith, which determination shall be binding and conclusive) shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof.
(c) The proceeds of the sale of all or substantially all of the properties and assets of the Company and all other properties and assets of the Company not sold, as provided in subsection (b) above, and valued at the fair market value thereof as provided in such subsection (b), shall be applied and distributed in one or more installments as follows, and in the following order of priority:
(i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for and the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company; and
(ii) Second, the remaining proceeds to the Members in accordance with the applicable provisions of Section 3.4.
(d) A certificate of cancellation, as required by the A...
Liquidation; Winding Up. In the event of any Insolvency or Liquidation Proceeding involving any Company or any of its subsidiaries:
(i) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of the Senior Indebtedness before the Holder is entitled to receive any payment upon the Subordinated Debt, and the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash, property or securities or by set-off or otherwise, which may be payable or deliverable in any such Insolvency or Liquidation Proceeding in respect of the Subordinated Debt;
(ii) any payment or distribution of assets of any Company or any of its subsidiaries of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holder would be entitled pursuant to this Subordinated Debt Instrument or any other Subordinated Debt Document but for the provisions hereof shall be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Administrative Agent for the ratable benefit of the holders of the Senior Indebtedness until the Senior Indebtedness shall have been paid in full in cash, and the Holder acknowledges and agrees that such payment or distribution may, particularly with respect to interest on the Senior Indebtedness after the commencement of an Insolvency or Liquidation Proceeding, result in the Holder receiving less than it would otherwise receive;
(iii) the Holder hereby irrevocably (x) authorizes, empowers and directs all receivers, trustees, debtors-in-possession, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and deliveries, and the Holder also irrevocably authorizes, empowers and directs the Administrative Agent, on behalf of the holders of the Senior Indebtedness, to demand, ▇▇▇ for, collect and receive every such payment or distribution and (y) agrees to execute and deliver to the Administrative Agent, for the benefit of the holder of the Senior Indebtedness, all such further instruments confirming the authorization referred to in the foregoing clause (x) as it may reasonably request;
(iv) the Holder irrevocably authorizes, empowers and appoints the Administrative Agent, on behalf of the holders of the Senior Indebtedness, until the Senior Inde...
Liquidation; Winding Up. 21 10.3 Survival of Rights, Duties and Obligations ...........................................................22 10.4 Claims of the Members ..........................................................................................22 ARTICLE XI MISCELLANEOUS ...............................................................................................22 11.1 Expenses ................................................................................................................22 11.2
Liquidation; Winding Up. (a) The Company has not had a liquidator appointed.
(b) The Company has not passed any resolution that it be wound up.
(c) No application for the winding up of the Company has been made and served on the Company which is still outstanding.
(d) No petition or other process for winding-up has been presented or, threatened against the Company and there are no circumstances justifying a bona fide petition or other process on the grounds of insolvency.
Liquidation; Winding Up. Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.
Liquidation; Winding Up. 49 8.2 Execution........................................................49 8.3 Insolvency.......................................................49 8.4 Schemes of Arrangement...........................................50 8.5
Liquidation; Winding Up. Neither the Purchaser nor the Purchaser Guarantor has: (a) No Liquidator Appointed: had a liquidator or provisional liquidator appointed; (b) No Resolution to Wind Up: passed any resolution that it be wound up and no application for any winding up has been made in respect of it; nor
Liquidation; Winding Up. Each Vendor and each Group Company has not: (a) No Liquidator Appointed: had a liquidator or provisional liquidator appointed; (b) No Resolution to Wind Up: passed any resolution that it be wound up and no application for any winding up has been made in respect of it; and (c) No Letter of Demand: been served with a letter of demand which has not been satisfied in full or has not been fully set aside, except where that demand is frivolous or genuinely contested by the Vendor or Group Company.