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:
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. 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; (ii) Second, to each Class A Member until each such Class A Member has received a total amount equal to its Capital Contributions; and (iii) Third, the remaining proceeds ...
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. (a) The Company has not had a liquidator appointed.
Liquidation; Winding Up. In the event of any Insolvency or Liquidation Proceeding involving any Company or any of its subsidiaries:
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.
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 (c)
Liquidation; Winding Up. 49 8.2 Execution........................................................49 8.3 Insolvency.......................................................49 8.4 Schemes of Arrangement...........................................50 8.5
Liquidation; Winding Up. (a) If the Company is dissolved pursuant to Section 9.1(a), the Company shall be liquidated and wound up in accordance with this Article IX. The liquidation and winding-up shall be conducted and supervised by the Managers or as designated by the Managers (the “Liquidator”); provided, that in the event that the Company is liquidated because of an event under Section 9.1(a)(iv) or for any other reason on the date of such liquidation the aggregate amount of distributions under Section 8.1(a)(2) on or prior to the Series A Preferred Payment Date are not equal to the aggregate Capital Contributions made by the Series A Preferred Member, then only the Series A Preferred Member shall have the right to appoint the Liquidator, who may be an Affiliate or Related Person of the Series A Preferred Member.
