Common use of Procedure for Winding Up and Dissolution Clause in Contracts

Procedure for Winding Up and Dissolution. Upon the dissolution of the Company, the Board of Directors shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Board or any Person designated by the Board shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Board to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the Board.

Appears in 8 contracts

Samples: Company Agreement (GA Industries Holdings, LLC), Limited Liability Company Agreement (GA Industries Holdings, LLC), Limited Liability Company Agreement (RBS Global Inc)

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Procedure for Winding Up and Dissolution. Upon the dissolution of the Company, the Board of Directors officers shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Board Member or any Person designated by the Board Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Board Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the BoardMember.

Appears in 5 contracts

Samples: Operating Agreement (Manitowoc FSG Operations, LLC), Operating Agreement (Manitowoc FSG Operations, LLC), Limited Liability Company Agreement (Manitowoc FSG Operations, LLC)

Procedure for Winding Up and Dissolution. Upon the dissolution of the Company, the Board of Directors Member or any Person designated by the Member shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Board Member or any Person designated by the Board Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Board Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the BoardMember.

Appears in 1 contract

Samples: Operating Agreement (Jacob Leinenkugel Brewing Co., LLC)

Procedure for Winding Up and Dissolution. Upon the dissolution of the Company, the Board of Directors shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Board or any Person designated by the Board shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Board to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied applied. first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all ill expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions provision of this Section 9.2 7.2 to the extent such funds remain after a reasonable passage of time as determined by the Board.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eaton Aerospace LLC)

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Procedure for Winding Up and Dissolution. Upon the dissolution of the Company, the Board of Directors shall wind up the affairs of the Company and sell or otherwise dispose of all of the Company’s 's property for cash to the extent practicablepracticable and/or distribute the Company's property in kind to the Member. The Board or any Person person designated by the Board shall determine the time, manner manner, and terms of any sale or sales of the Company’s 's property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial financial, and economic conditions. Following the winding up of the Company, and subject to the right of the Board to set up such Reserves reserves it may deem necessary for any known, contingent contingent, or unforeseen expenses, liabilities liabilities, or obligations of the CompanyCompany ("Reserves"), the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) or such liabilities shall otherwise be provided for, and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 7.2 to the extent such funds remain after a reasonable passage of time as determined by the Board.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Wisconsin Gas Co)

Procedure for Winding Up and Dissolution. Upon the dissolution of the Company, the Board of Directors shall wind up the affairs of the Company and sell or otherwise dispose of all of the Company’s property for cash to the extent practicablepracticable and/or distribute the Company’s property in kind to the Member. The Board or any Person person designated by the Board shall determine the time, manner manner, and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial financial, and economic conditions. Following the winding up of the Company, and subject to the right of the Board to set up such Reserves reserves it may deem necessary for any known, contingent contingent, or unforeseen expenses, liabilities liabilities, or obligations of the CompanyCompany (“Reserves”), the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) or such liabilities shall otherwise be provided for, and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 7.2 to the extent such funds remain after a reasonable passage of time as determined by the Board.

Appears in 1 contract

Samples: Limited Liability Company (Wisconsin Gas LLC)

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