Winding-Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs, subject to the Company’s compliance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or the Ancillary Documents, the Manager shall proceed as promptly as practicable to wind up the affairs of the Company in an orderly and businesslike manner. A final accounting shall be made by Manager. As part of the winding up of the affairs of the Company, the following steps will be taken:

Winding-Up Procedures. Upon the dissolution of the Company, the Company shall (a) proceed to collect its assets; (b) convey and dispose of such of its properties as are not to be distributed in kind to the Sole Member; (c) pay, satisfy, and discharge its liabilities, or make adequate provision for payment and discharge of such liabilities; and (d) do all other acts required to liquidate its business and affairs.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the Company, unless there is an action to continue the Company without winding up in accordance with Section 14.3, the Manager (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Company’s business and affairs (including disposing of the Company’s assets and applying the proceeds as provided in Section 14.4) and terminate the Company in accordance with this Agreement and the Act. The Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs.

Winding-Up Procedures. If a dissolution of the Company pursuant to Section 8.1 occurs, subject to the exercise by the Members of any rights they might have under the terms and conditions of this Agreement or the Act, Manager shall proceed as promptly as practicable to wind up the affairs of the Company in an orderly and businesslike manner and distribute the assets thereof, within the time required by Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) (or any successor thereto) if applicable. A final accounting shall be made by the Members. As part of the winding up of the affairs of the Company, the following steps will be taken:

Winding-Up Procedures. (a) Promptly upon the commencement of the winding-up of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Partnership Act), the affairs of the Partnership shall be wound up and the Partnership’s assets liquidated. Profits and Losses (and items thereof) realized during the winding up period (including any Deemed Gain or Deemed Loss) shall be allocated among the Partners’ Capital Accounts pursuant to Article 5.

Winding-Up Procedures. (a) Promptly upon dissolution of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Act), the affairs of the Partnership shall be wound up and the Partnership liquidated. The closing Capital Accounts of all the Partners shall be computed as of the date of dissolution as if the date of dissolution were the last day of an Accounting Period in accordance with Article 5, and all assets and liabilities of the Partnership shall be valued as of the date of dissolution.

Winding-Up Procedures. 17 ARTICLE 12

Winding-Up Procedures. (a) Promptly upon dissolution of the Partnership (unless the Partnership is continued in accordance with this Agreement or the provisions of the Act), the affairs of the Partnership shall be wound up and the Partnership liquidated. The closing Capital Accounts and subaccounts of all the Partners shall be computed as of the date of dissolution as if the date of dissolution were the last day of an Accounting Period in accordance with Article 6, and then adjusted in the following manner:

Winding-Up Procedures Sample Clauses

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