Common use of Winding up Affairs and Distribution of Assets Clause in Contracts

Winding up Affairs and Distribution of Assets. (a) If an event requiring the winding up of the Company occurs, the Member or, if there is no Member, a Person designated for this purpose by written consent of the Person(s) succeeding to more than 50% of the Interest of the last Member (the Member or the Person so designated being called the “Liquidating Agent”), as soon as practicable shall wind up the affairs of the Company and sell and/or distribute the assets of the Company. The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidating Agent is expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any assets. The Liquidating Agent shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Company in the following order of priority, unless otherwise required by nonwaivable provisions of applicable law:

Winding up Affairs and Distribution of Assets. (a) If an event requiring the winding up Upon dissolution of the Company occurs, Partnership the Member General Partner or, if there is no MemberGeneral Partner, a Person person who shall be designated for this purpose such purposes by written consent unanimous vote of the Person(s) succeeding to more than 50% of the Interest of the last Member other Partners (the Member a General Partner or the Person person so designated being called hereinafter referred to as the “Liquidating Agent”), shall as soon as practicable shall practicable, wind up the affairs of the Company Partnership and sell and/or distribute the assets of the CompanyPartnership. The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Company Partnership in connection with the liquidation and termination of the Company Partnership that the Member General Partner would have with respect to the assets and liabilities of the Company Partnership during the term of the CompanyPartnership, and the Liquidating Agent is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company Partnership and the transfer of any assets. The Liquidating Agent shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Company Partnership in the following order of priority, unless otherwise required by nonwaivable mandatory provisions of applicable law:

Winding up Affairs and Distribution of Assets. (a) If an event requiring the winding up of the Company occurs, the Member Manager or, if there is no MemberManager, a Person designated for this purpose by written consent of the Person(s) succeeding to Members owning more than 50% of the Interest of the last Member (the Member outstanding Percentages owned by Members Manager, or the Person so designated being called the “Liquidating Agent”), as soon as practicable shall wind up the affairs of the Company and sell and/or distribute the assets of the Company. The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Member Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidating Agent is expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any assets. The Liquidating Agent shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Company in the following order of priority, unless otherwise required by nonwaivable provisions of applicable law:

Winding up Affairs and Distribution of Assets. (a) If an event requiring the winding up of the Company occurs, the Member Manager or, if there is no MemberManager, a Person designated for this purpose by written consent of the Person(s) succeeding to Members owning more than 50% of the Interest of outstanding Percentages owned by Members, the last Member (the Member Manager, or the Person so designated being called the “Liquidating Agent”), as soon as practicable shall wind up the affairs of the Company and sell and/or distribute the assets of the Company. The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Member Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidating Agent is expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any assets. The Liquidating Agent shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Company in the following order of priority, unless otherwise required by nonwaivable provisions of applicable law:

Winding up Affairs and Distribution of Assets. (a) If an event requiring the winding up of the Company occurs, the Managing Member or, if there is no Managing Member, a Person designated for this purpose by written consent of the Person(s) succeeding to Members owning more than 50% of the Interest of the last Member outstanding Percentages owned by Members (the Member Managing Member, or the Person so designated being called the “"Liquidating Agent”"), as soon as practicable shall wind up the affairs of the Company and sell and/or distribute the assets of the Company. The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidating Agent is expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any assets. The Liquidating Agent shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Company in the following order of priority, unless otherwise required by nonwaivable provisions of applicable law:

Winding up Affairs and Distribution of Assets. (a) If an event requiring the winding up Upon dissolution of the Company occurs, Partnership the Member General Partner or, if there is no MemberGeneral Partner, a Person person who shall be designated for this purpose such purposes by written consent unanimous vote of the Person(s) succeeding to more than 50% of the Interest of the last Member other Partners (the Member a General Partner or the Person person so designated being called hereinafter referred to as the “"Liquidating Agent”"), shall as soon as practicable shall practicable, wind up the affairs of the Company Partnership and sell and/or distribute the assets of the CompanyPartnership. The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Company Partnership in connection with the liquidation and termination of the Company Partnership that the Member General Partner would have with respect to the assets and liabilities of the Company Partnership during the term of the CompanyPartnership, and the Liquidating Agent is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company Partnership and the transfer of any assets. The Liquidating Agent shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Company Partnership in the following order of priority, unless otherwise required by nonwaivable mandatory provisions of applicable law: