Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member 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 to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).
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) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the "Liquidating Member") and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member 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 to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in satisfaction of its Capital Account; or (2) distributing the Company assets to the Members in kind and debiting the Capital Account of each Member with the fair market value of such assets, each Member accepting an undivided interest in the partnership assets (subject to their liabilities) in proportion to and to the extent of each Member's positive Capital Account balance after allocating and crediting to the Capital Accounts the unrealized gain or loss to the Members as if such gain or loss had been recognized and allocated pursuant to SECTION 2.4.
Winding up Affairs and Distribution of Assets. (a) If an event requiring the winding up of the Company occurs and is not revoked, a Person designated for this purpose by the Members (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 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. If an event occurs that results in a dissolution of the Company, then the Member (or the personal representative of the Member if the Member has ceased to be a member) shall proceed as promptly as practicable to wind up the affairs of the Company and distribute the assets thereof or appoint one or more liquidators to do so; provided that the assets of the Company shall be liquidated in an orderly and businesslike manner so as not to obtain less than fair value therefor. The appointment of any one or more liquidators may be revoked, or a successor or additional liquidator or liquidators may be appointed, by the Member. A final accounting shall be made by the Member or by a liquidator or liquidators so appointed, and the accountants of the Company shall review the final accounting and shall render their opinion with respect thereto. As part of the winding up of the affairs of the Company, the following steps shall be taken in the following order:
Winding up Affairs and Distribution of Assets. (a) Upon dissolution of the Company, the MGT Member if it is at that time a Member or one Member elected by the Members (or, in the case of dissolution pursuant to Section 10.2(b) of this Agreement, such representative as may be appointed) shall be the liquidating party (the “Liquidator”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. 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 to be wound up as promptly as possible by either or both of the following methods: (i) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with its Capital Account or (ii) if all Members shall agree, distributing the Company assets to the Members in kind and debiting the Capital Account of each Member with the Fair Market Value of such assets, each Member accepting an undivided interest in the Company assets (subject to their liabilities) in proportion to and to the extent of each Member’s positive Capital Account balance after allocating and crediting to the Capital Accounts the unrealized gain or loss to the Members as if such gain or loss had been recognized and allocated pursuant to Section 7.1 and Section 7.2.
Winding up Affairs and Distribution of Assets. (a) Upon dissolution of the Company (except dissolution pursuant to Section 8.01(c)), the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member 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 to be wound up as promptly as possible by either or both of the following methods, at the election of the Managing Member: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to the Members according to the priorities set forth in Article VI; or (2) distributing the Company assets to the Members in kind according to the priorities set forth in Article VI, with each Member accepting an undivided interest in the Company assets (subject to their liabilities), provided, however, in the event the Managing Member elects to liquidate the Company pursuant to this clause (2), the Managing Member shall provide to the Non-managing Members a written report of the Managing Member’s calculation of the fair market value of the assets to be distributed. If the Non-managing Members do not object in writing to the Managing Member within ten (10) business days after receipt by the Non-managing Members of such report, the Managing Member’s calculation of fair market value shall be conclusive and binding for the purposes of this clause (2). If the Non-managing Members object in writing to the Managing Member within ten (10) business days after receipt by the Non-managing Members of such report, a determination of any disputed calculations of fair market value of the assets shall be made by the Dispute Resolution Firm, with the costs of such determination to be shared on a fifty-fifty basis as between the Managing Member, on the one hand, and the Non-Managing Members collectively, on the other hand.
Winding up Affairs and Distribution of Assets. A. If an event requiring the wind up of the Company occurs, a Person designated for this purpose by the Managers or, if there are no remaining Managers, by a majority of the Members (the Person so designated being called the “Liquidating Agent”), as soon as practicable will wind up the affairs of the Company and sell and/or distribute the assets of the Company. The Liquidating Agent will 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 Managers 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 must 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. If an event occurs that results in a dissolution of the Company, then the Member shall proceed as promptly as practicable to wind up the affairs of the Company and distribute the assets thereof or appoint one or more liquidators to do so; provided that the assets of the Company shall be liquidated in an orderly and businesslike manner so as not to obtain less than fair value therefore. The appointment of any one or more liquidators may be revoked, or a successor or additional liquidator or liquidators may be appointed, by the Member. A final accounting shall be made by the Member or by a liquidator or liquidators so appointed, and the accountants of the Company shall review the final accounting and shall render their opinion with respect thereto. As part of the winding up of the affairs of the Company, the following steps shall be taken in the following order:
Winding up Affairs and Distribution of Assets. Upon dissolution of the Partnership (except dissolution pursuant to Section 7.01(c)), and in the absence of an election to continue the business of the Partnership pursuant to Section 7.02, the Managing Partner or, if none, a liquidating agent selected by vote of a Majority-In-Interest of the Partners (the "Liquidator") shall proceed to wind up the affairs of the Partnership, liquidate the remaining property and assets of the Partnership and terminate the Partnership. The proceeds of such liquidation (and the assets and property of the Partnership that the Managing Partner or Liquidator determines to be not readily susceptible to liquidation at a reasonable price) shall be applied in the following order of priority: (a) first, to the expenses of such liquidation; (b) second, to the debts and liabilities of the Partnership to third parties (including Partners and Affiliates of Partners), if any, in the order of priority provided by law; (c) third, a reasonable reserve shall be set up to provide for any contingent or unforeseen liabilities or obligations of the Partnership to such third parties (to be held and disbursed, at the discretion of the Partners, by an escrow agent selected by them) and at the expiration of such period as the Partners may deem advisable, the balance shall be distributed as provided in clause (d) hereof; and (d) fourth, to each of the Partners in proportion to the positive balances in their Capital Accounts (as adjusted to reflect the allocation of gain and loss from the liquidation of Partnership assets and distributions to the Partners pursuant to Section 5.02(b), above), until the balances in each of such Capital Accounts have been reduced to zero.
