Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Managing Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of any Member, his legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in-kind to its Members, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 6.2(b) below. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs.
Final Liquidation. Distributions upon the final liquidation of the Company (as defined in Treas. Reg. § 1.704-1(b)(2)(ii)(g)), as determined by the Managers, shall be paid to the Members in proportion to the number of Units owned by each Member.
Final Liquidation. Assignee agrees that the payments and assignments set forth in Sections 1(a), 1(b), 1(c) and 1(d) of the Settlement Agreement constitute a final liquidation of all claims relating directly or indirectly to the Required Payment. In particular, if the full $58,500 payment is not made pursuant to Section 1(b) of the Settlement Agreement, the STEP Parties (as defined in the Settlement Agreement) will have no recourse to the UAHC Parties (as defined in the Settlement Agreement), and the only recourse that the STEP Parties will have is as against the Gallery pursuant to this Agreement and the Artwork Purchase Agreement attached hereto as Exhibit A, and as against Xxxxxx X. N'Namdi pursuant to his Personal Guaranty attached hereto as Exhibit B. To avoid all doubt, if the full $58,500 is not paid, then the STEP Parties only recourse will be to collect as against the Gallery and Xxxxxx X. N'Namdi, and not to collect as against any UAHC Party. Similarly, if the STEP Parties do not realize $41,500 from the sale of the Residual Artwork pursuant to Section 1(c) of the Settlement Agreement, the STEP Parties will have no recourse as against any UAHC Party, and the STEP Parties only recourse shall be to appoint another recognized art dealer, subject to UAHC's prior approval, which approval shall not be unreasonably withheld, to sell the Residual Artwork in accordance with Section 1(c) of the Settlement Agreement; provided, however, that UAHC shall remain obligated to make the payment provided for in Section 1(d) of the Settlement Agreement (but only from amounts, if any, received from the Tennessee Escrow (as defined in the Reimbursement Agreement)), subject to the conditions and restrictions set forth therein.
Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of the Member, its legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in kind to the Member, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 8.2(b) below. Upon such dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs.
Final Liquidation. On the fourth anniversary of the Effective Date, Purchaser shall, and shall cause any developers or agents employed on its behalf to, commence the process of liquidating the remaining Seller Real Estate and the remaining CHP Real Estate. Purchaser shall use all commercially reasonable efforts to sell, transfer or dispose of to an unaffiliated third party all of the Seller Real Estate and the CHP Real Estate no later than the Final Real Estate Payment Calculation Date.
Final Liquidation. Each STEP Party agrees that the payments and assignments set forth in Sections 1(a), 1(b), and 1(c) constitute a final liquidation of all claims relating directly or indirectly to the Required Payment. In particular, if the full $58,500 payment is not made pursuant to Section 1(b), the STEP Parties will have no recourse to the UAHC Parties, and the only recourse that the STEP Parties will have is as against the Gallery pursuant to the Assignment and the Artwork Purchase Agreement attached as Exhibit A to the Assignment, and as against Xxxxxx X. N'Namdi pursuant to his Personal Guaranty attached as Exhibit B to the Assignment. To avoid all doubt, if the full $58,500 is not paid, then the STEP Parties only recourse will be to collect as against the Gallery and Xxxxxx X. N'Namdi, and not to collect as against any UAHC Party. Similarly, if the STEP Parties do not realize $41,500 pursuant to sale of the Residual Artwork pursuant to Section 1(c), the STEP Parties will have no recourse as against any UAHC Party, and the STEP Parties only recourse shall be to appoint another recognized art dealer, subject to UAHC's prior approval, which approval shall not be unreasonably withheld, to sell the Residual Artwork in accordance with Section 1(c).
