Winding Up and Distribution. On the dissolution of the Company, the business and affairs of the Company shall be wound up in accordance with the applicable provisions by law.
Winding Up and Distribution. Upon dissolution of the Company one or more Members elected by a majority-in-interest shall be the liquidating Member(s) (“Liquidating Member”). The Liquidating Member shall wind up the Company’s affairs, liquidate the property and assets, and terminate any remaining business. The Liquidating Member(s) shall give a full accounting of the assets and liabilities. The assets and liabilities may be liquidated by selling the assets and distributing the net proceeds. The proceeds of the liquidation shall be distributed in this order: (1) the expenses of liquidation; (2) debts and liabilities of the Company (including debts of the Company to the Members or affiliates); (3) a reserve for contingent or unforeseen liabilities or obligations to third parties (to be held in escrow by an agent chosen by the Liquidating Member); (4) to the Members in proportion to the Units owned by each Member relative to the total of all issued Units.
Winding Up and Distribution. (a) In the event of dissolution and termination of the Partnership, a full accounting of the assets and liabilities shall be taken, and the assets shall be distributed in accordance with this Section 12.02 as follows, after taking into account all other allocations and distributions under this Agreement for the Fiscal Year, including, without limitation, the allocations under Article XI hereof;
Winding Up and Distribution. Upon dissolution of the Company, the Member shall wind up the Company’s affairs, liquidate the property and assets, and terminate any remaining business. The assets and liabilities may be liquidated by selling the assets and distributing the net proceeds. The proceeds of the liquidation shall be distributed in this order: (1) the expenses of liquidation; (2) debts and liabilities of the Company (including debts of the Company to the Member or the Member’s affiliates); (3) a reserve for contingent or unforeseen liabilities or obligations to third parties (to be held in escrow by an agent chosen by the Member); (4) to the Member.
Winding Up and Distribution a. Upon the dissolution of the Company pursuant to Section 8.1, the Company’s business shall be wound up and its assets liquidated as provided in this Section 8.2 and the net proceeds of such liquidation shall be distributed as follows:
Winding Up and Distribution. (a) Upon the dissolution of the Partnership pursuant to Section 11.01, (i) a certificate of cancellation shall be filed in such offices within the State as may be required or appropriate and (ii) the Partnership business shall be wound up and its assets liquidated as provided in this Section 11.02 and the net proceeds of such liquidation shall be distributed in accordance with Section 10.08.
Winding Up and Distribution. Upon dissolution of the Company one or more Members elected by a majority-in-interest shall be the liquidating Member(s) (“Liquidating Member”). The Liquidating Member shall wind up the Company’s affairs, liquidate the property and assets, and terminate any remaining business. The Liquidating Member(s) shall give a full accounting of the assets and liabilities. The assets and liabilities may be liquidated by selling the assets and distributing the net proceeds. The proceeds of the liquidation shall be distributed in this order: (1) the expenses of liquidation; (2) debts and liabilities of the Company (including debts of the Company to the Members or affiliates); (3) a reserve for contingent or unforeseen liabilities or obligations to third parties (to be held in escrow by an agent chosen by the Liquidating Member); (4) to the Members per their membership interests. The Members shall have the first opportunity to make bids for any portion of the assets and the assets shall not be sold to an outsider except only for a higher price.
Winding Up and Distribution. (a) Upon the dissolution of the Company pursuant to Section 12.01, (i) a Certificate of Cancellation shall be filed in such offices within the Formation State as may be required or appropriate, and (ii) the Company business shall be wound up and its assets liquidated as provided in this Section 12.02 and the net proceeds of such liquidation shall be distributed in accordance with Section 12.02(b).
Winding Up and Distribution. In the event of the dissolution of the Partnership, the General Partner shall wind up the affairs of the Partnership and, after payment of all third-party liabilities of the Partnership, shall distribute the remaining assets of the Partnership in cash or in kind in accordance with their respective Capital Account balances.
