Common use of Winding Up and Liquidation Clause in Contracts

Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof. The holders of Membership Interests shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the Company, the Class A Members shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Markwest Energy Partners L P), Limited Liability Company Agreement (Markwest Energy Partners L P)

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Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Member holding the greatest number of Units (the “Liquidator”) shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.4. The holders of Membership Interests Units shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the CompanyBoard, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Calumet Specialty Products Partners, L.P.), Limited Liability Company Agreement (Calumet Specialty Products Partners, L.P.)

Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Member (the “Liquidator”) shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Membersthe Class A Member, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.3. The holders of Membership Interests Class A Member shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 III and 5IV. Except as otherwise authorized by the CompanyBoard, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Axar Capital Management L.P.), Limited Liability Company Agreement (Stonemor Partners Lp)

Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Member holding the greatest number of Class A Units (the “Liquidator”) shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.4. The holders of Membership Interests Units shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the CompanyBoard, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Stonemor Partners Lp), Limited Liability Company Agreement (Hiland Partners, LP)

Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Member holding the greatest Percentage Interest (the “Liquidator”) shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.4. The holders of Membership Interests shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the CompanyMembers, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hiland Holdings GP, LP)

Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Member holding the greatest number of Class A Units (the "Liquidator") shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.4. The holders of Membership Interests Units shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the CompanyBoard, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hiland Partners, LP)

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Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Sole Member (the “Liquidator”) shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Membersthe Sole Member, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.3. The holders of Membership Interests Sole Member shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 III and 5IV. Except as otherwise authorized by the CompanyBoard, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Stonemor Partners Lp)

Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Member holding the greatest Percentage Interest (the “Liquidator”) shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.4. The holders of Membership Interests shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the CompanyMembers, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hiland Partners, LP)

Winding Up and Liquidation. Upon the occurrence of a Dissolution Event, the Class A Members Member holding the greatest Percentage Interest (the "Liquidator") shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business of the Company to be wound up as promptly as possible. To the extent permitted by the Act, the proceeds of such liquidation shall be applied, first, to creditors in satisfaction of liabilities of the Company (whether by payment or by making of reasonable provision for payment), including any loans to the Company by Members, and any remaining assets of the Company shall be distributed in accordance with Section 4.3 hereof4.4. The holders of Membership Interests shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Articles 3, 4 and 5. Except as otherwise authorized by the CompanyMembers, the Class A Members Liquidator shall not be entitled to any special compensation for serving as the liquidator of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hiland Holdings GP, LP)

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