Disposition of Assets on Termination. Promptly after termination under Sections 12.1 or 12.2, the Manager shall take all action necessary to wind up the activities of the Business. All costs and expenses incurred in connection with the termination of the Business shall be expenses chargeable to the Business Account.
Disposition of Assets on Termination. Promptly after termination under section 14.1, the Manager shall take all action necessary to wind up the activities of the Venture and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative capital account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which in the Manager's reasonable judgment are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributions. Thereafter, any remaining cash and all other Assets shall be distributed (in undivided Interests unless otherwise agreed) to the Participants in proportion to their respective Participating Interest, first in the ratio and to the extent of their respective capital accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.
Disposition of Assets on Termination. Promptly after termination under Section 12.1 or 12.2, the Operator shall take all action necessary to wind up the activities of the Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. The Assets shall first be paid, applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Operator shall have the right to segregate amounts which, in the Operator's reasonable judgment, are necessary to discharge continuing obligations or to purchase for the account of the Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributions. Thereafter, any remaining cash and all other Assets shall be distributed (in undivided interests unless otherwise agreed) to the Participants, in proportion to their respective Participating Interests, subject to any dilution, reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.
Disposition of Assets on Termination. Promptly after termination under Section 11.01 or 11.02, the Operator shall take all action necessary to wind up the activities of the Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. The Assets shall first be paid, applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Operator shall have the right to segregate amounts which, in the Operator's reasonable judgment, are necessary to discharge Continuing Obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. Thereafter, any remaining cash and all other Assets shall be distributed in undivided interests unless otherwise provided herein or otherwise agreed. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.
Disposition of Assets on Termination. Promptly after termination under Section 8.1, the Manager shall take all action necessary to wind up the activities of the Business. All costs and expenses incurred in connection with the termination of the Business in excess of funds raised from Asset dispositions shall be expenses chargeable to Kazco.
Disposition of Assets on Termination. Promptly after termination under Sections 8.1 and 8.2, WG shall take all action necessary to wind up the activities of the Property. All costs and expenses incurred in connection with the termination of this Agreement and any business related to this Agreement shall be expenses chargeable to WG.
Disposition of Assets on Termination. (a) The Operator shall take all action necessary to wind up the activities of the Joint Venture and all costs and expenses documented and reasonably incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the Joint Venture Account. Any Participant that has a negative capital account balance when the Joint Venture is terminated for any reason shall contribute to the Joint Venture Account an amount sufficient to raise such balance to zero. The Joint Venture Property shall first be paid, applied or distributed in satisfaction of all Liabilities of the Joint Venture to third Persons and then to satisfy any Liabilities owed to the Participants. Before distributing any funds or property to the Participants, the Operator shall have the right to segregate amounts which are necessary to discharge continuing obligations or to purchase, for the account of the Participants, bonds or other securities for the performance of such obligations in the Operator’s reasonable judgment. Thereafter, any remaining cash and all other property shall be distributed (in undivided interests unless otherwise agreed) to the Participants in proportion to their respective Participating Interests, subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement.
Disposition of Assets on Termination. Promptly after termination under Sections 12.1 or 12.2, either Participant shall have the right to acquire the other Participant’s Participating Interest for its fair market value, calculated as follows: The acquiring Participant shall notify the non-acquiring Participant of the identity of a qualified independent appraiser. If the defaulting Participant conveys notice of objection to the person or entity so appointed within ten (10) days after receiving notice thereof, then an independent and qualified appraiser shall be appointed by the joint action of the appraiser appointed by the acquiring Participant and a qualified independent appraiser appointed by the non-acquiring Participant; provided, however, that if the non-acquiring Participant fails to designate a qualified independent appraiser for such purpose within ten (10) days after giving notice of such objection, then the person or entity originally designated by the acquiring Participant shall serve as the appraiser; provided further, that if the appraisers appointed by each of the Participants fail to appoint a third qualified independent appraiser within five (5) days after the appointment of the last of them, then an appraiser shall be appointed by a judge of a court of competent jurisdiction in the state in which the Assets are situated upon the application of either Participant. The appraiser selected pursuant to this Section 12.5 shall determine the fair market value of the Assets of the Business. The Capital Accounts of the Participants shall be determined pursuant to the provisions of Section 4.2(a) of the Tax Exhibit in accordance with the fair market value so determined. The price paid by the acquiring Participant to the non-acquiring Participant shall be the amount of the non- acquiring participant’s Capital Account as so determined. If neither Participant desires to acquire the other Participant’s Participating Interest, then upon such termination the Manager shall take all action necessary to wind up the activities of the Business, in accordance with Exhibit C. All costs and expenses incurred in connection with the termination of the Business shall be expenses chargeable to the Business Account. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Business to third parties, and then to satisfy any debts, obligations or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the rig...
Disposition of Assets on Termination. Promptly after termination for any reason other than pursuant to Section 6.4, unless otherwise agreed by the Participants, the Manager shall take all action necessary to wind up the activities of the Joint Venture, and all costs and expenses incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the Joint Venture.
Disposition of Assets on Termination. 9.4 Should this Venture be terminated under Section 9.1, the Manager shall take all action necessary to wind up the activities of the Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Upon liquidation of the Venture, the Assets shall first be paid, applied and distributed in satisfaction of all liabilities of the Venture to third parties, and then to the Participants in proportion to their respective Participating Interests. Continuing Authority
