Winding Up Procedure Clause Samples
The Winding Up Procedure clause outlines the steps and processes to be followed when dissolving or liquidating a company or partnership. It typically details how assets will be collected, liabilities settled, and any remaining funds distributed among stakeholders. For example, it may specify the order of payments to creditors and shareholders, and set timelines for completing each stage of the process. This clause ensures an orderly and transparent closure of the business, minimizing disputes and clarifying responsibilities during the dissolution.
Winding Up Procedure. Upon dissolution of the Partnership, any secured loan (including accrued unpaid interest) by a Partner shall first be paid to the extent of such security, next, any unsecured loans (except loans described in the last grammatical paragraph of Subsection 16(c) above) and the unsecured portion of any secured loans (including accrued unpaid interest) by a Partner shall be paid including without limitation any loans otherwise payable only out of Cash Flow, and then any loans described in the last grammatical paragraph of Subsection 16(c) above but subject to the limitations contained in such Subsection, and thereafter, each Partner shall (subject to the remaining provisions of this Section 27) share in the proceeds in proportion to their then respective positive capital account balances. If the Partnership is dissolved as contemplated by Subsection 26(c) or 26(d) above, the “Electing Partner” (who is defined as being the Partner who is not the Withdrawing Partner) may, by notice to the Withdrawing Partner (the “Election Notice”), elect to purchase the Withdrawing Partner’s Partnership interest as hereinafter provided and continue as a sole proprietorship the business theretofore conducted as the Partnership and/or may also elect to have one or more of its affiliates or one or more other persons or entities purchase the Withdrawing Partner’s Partnership interest and be admitted as new partner(s). If the Partnership is dissolved pursuant to Subsection 26(c) above, any such election must be made by the Electing Partner no later than the date on which the Dissolution Notice is delivered to the Defaulting Partner, and if dissolved in contravention of this Agreement, such election must be made within 90 days after the “Process Date” which is defined as the date upon which the Electing Partner is served court process or first notification under Section 29 below in either case with respect to a proceeding in which the Withdrawing Partner seeks dissolution. Notwithstanding the foregoing, the Electing Partner may not give an Election Notice with respect to the Withdrawing Partner’s interest in the Partnership unless the Electing Partner or its affiliate (or another person or entity specified by the Electing Partner or one of its affiliates) at the same time elects to acquire all of the interests of the Withdrawing Partner and its affiliates in all the Related Partnership pursuant to Section 27 of the respective partnership agreements of the Related Partnerships. The Part...
Winding Up Procedure. Upon dissolution of the Partnership, after satisfaction of liabilities to creditors of the Partnership in accordance with the Act, each Partner shall share in the proceeds in proportion to their then respective capital accounts. The Partnership shall terminate when all of the assets of the Partnership shall have been distributed to the Partners in accordance with this Section, and the Certificate of Limited Partnership of the Partnership shall have been canceled in the manner required by the Act.
Winding Up Procedure. Upon the Enterprise Board’s adoption of a resolution of termination under Section 10.1 above, ▇▇▇▇ ▇▇▇▇▇ ▇ shall be wound up within a reasonable time pursuant to the procedures set forth in this Section 10.2.
(i) The Enterprise Board shall appoint a winding-up agent to carry out the procedures and responsibilities set forth in this Section 10.2 and to take any other actions as determined by the Enterprise Board to be necessary and convenient to the winding up of NISP Phase 1.
(ii) The winding-up agent shall obtain from the Financial Services Manager of the District an accounting of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets and ▇▇▇▇ ▇▇▇▇▇ ▇ liabilities and operations through the last day of the month in which the Enterprise Board adopts a resolution of termination under Section 10.1 above. The winding-up agent may also cause a proper accounting to occur at other times, including before or after the distribution of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets pursuant to Section 10.3 below, if the Enterprise Board determines in its discretion that such an additional accounting is reasonably necessary for the orderly winding up of NISP.
Winding Up Procedure. Upon the Enterprise Board’s adoption of a resolution of termination under Section 10.1* above, ▇▇▇▇ ▇▇▇▇▇ ▇ shall be wound up within a reasonable time pursuant to the procedures set forth in this Section 10.2*..
(i) The Enterprise Board shall appoint a winding-up agent to carry out the procedures and responsibilities set forth in this Section 10.2* and to take any other actions as determined by the Enterprise Board to be necessary and convenient to the winding up of ▇▇▇▇ ▇▇▇▇▇ ▇. [The Enterprise Board may appoint an employee of the District to be the winding-up agent.]
(ii) The winding-up agent shall obtain from the Financial Services Manager of the District an accounting of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets and ▇▇▇▇ ▇▇▇▇▇ ▇ liabilities and operations through the last day of the month in which the Enterprise Board adopts a resolution of termination under Section 10.1* above. The winding--up agent may also cause a proper accounting to occur at other times, including before or after the distribution of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets pursuant to Section 10.3* below, if the Enterprise Board determines in its discretion that such an additional accounting is reasonably necessary for the orderly winding up of NISP.