Dissolution and Final Liquidation Clause Samples
The Dissolution and Final Liquidation clause outlines the procedures to be followed when a company or partnership is formally brought to an end. It typically details the steps for winding up affairs, such as settling outstanding debts, distributing remaining assets to stakeholders, and filing necessary legal documents to terminate the entity's existence. This clause ensures an orderly and transparent process for closing the business, protecting the interests of creditors and owners, and preventing disputes over asset distribution.
Dissolution and Final Liquidation. (a) Upon any dissolution of the Partnership, the Partnership shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by HM and the Investor Representatives, or if for any reason there is no General Partner or Investor Representative, by another Person designated by a Majority Vote of the Partners. In winding up the Partnership and liquidating assets, HM, or other Person so designated for such purpose, may arrange, either by itself or through others, for the collection and disbursement to the Partners of any future receipts from the Hospital or other sums to which the Partnership may be entitled, or may sell the Partnership's interest in the Hospital and the Equipment to any person, including HM or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.
(b) Upon any such dissolution and liquidation of the Partnership, the net assets, if any, of the Partnership available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of or creation of reserves for all debts, liabilities, and obligations to all creditors of the Partnership (other than the Partners or their Affiliates) and the expenses of liquidation;
(ii) To the payment of all debts and liabilities (including interest) owed to the Partners or their Affiliates as creditors; and
(iii) The balance according to the Partners' and Assignees' positive Capital Account balances after taking into account all other adjustments during the fiscal year in which liquidation occurs.
(c) Except as otherwise provided in this Agreement, the Partners shall look solely to the assets, if any, of the Partnership for any return of their Capital Contributions. If the assets of the Partnership remaining after payment or discharge of the Partnership's debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Partner shall have any right of recourse against HM and the Investor Representatives or other Partners or to charge HM and the Investor Representatives or other Partners for any amounts except as provided herein and except to the extent otherwise p...
Dissolution and Final Liquidation. 22 SECTION 7.4 Termination.................................................................................24 SECTION 7.5 Payment in Cash.............................................................................24 SECTION 7.6 Goodwill and Trade Name.....................................................................24 SECTION 7.7
Dissolution and Final Liquidation. 27 Section 7.4 Termination................................................................................29 Section 7.5 Payment in Cash............................................................................29 Section 7.6 Goodwill and Trade Name....................................................................29 Section 7.7
Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Manager or, if for any reason there is no Manager, by another Person designated by the Board of Directors. In winding up the Company and liquidating assets, the Manager, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company’s interest in the Hospital and the Equipment to any Person, including any Member or any Affiliate thereof, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof, as such fair market value is approved by the Required Members.
(b) Upon any such dissolution and liquidation of the Company, the net assets, if any, of the Company available for distribution, including any cash proceeds from the liquidation of Company assets, shall be applied and distributed in the following manner or order, to the extent available:
(i) To the payment of, or creation of reserves for, all debts, liabilities, and obligations to all creditors of the Company (including but not limited to the Members and their Affiliates) and the expenses of liquidation; and
(ii) The balance to the Members with positive Capital Account balances after taking into account all other adjustments during the Fiscal Year in which liquidation occurs.
(c) The Members shall look solely to the assets, if any, of the Company for any return of their Capital Contributions and, if the assets of the Company remaining after payment or discharge of the Company’s debts and liabilities, or provision therefor, are insufficient to return all or any part of the Capital Contributions, no Member shall have any right of recourse against the Directors or other Members or to charge the Board of Directors or other Members for any amounts except as provided herein and except to the extent otherwise provided by the Act and/or Arizona law.
(d) Upon such dissolution, 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 normal...
Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Managers, or if for any reason there is no Manager, by another Person designated by a Supermajority Vote of the Members. In winding up the Company and liquidating assets, the Managers, or other Person so designated for such purpose, may arrange, either directly or through
Dissolution and Final Liquidation. (a) Upon any dissolution of the Company, the Company shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be liquidated and its affairs shall be wound up as soon as practical thereafter by the Manager or if for any reason there is no Manager, or by another Person designated by the Board of Directors. In winding up the Company and liquidating assets, the Manager, or other Person so designated for such purpose, may arrange, either directly or through others, for the collection and disbursement to the Members of any future receipts from the Hospital or other sums to which the Company may be entitled, and shall sell the Company's interest
Dissolution and Final Liquidation. (a) Upon any dissolution of the Partnership, the Partnership shall not terminate, but shall cease to engage in further business except to the extent necessary to perform existing contracts and preserve the value of its assets. Its assets shall be
Dissolution and Final Liquidation. 24 SECTION 7.4. TERMINATION................................................................. 25 SECTION 7.5. PAYMENT IN CASH............................................................. 25 SECTION 7.6. GOODWILL AND TRADE NAME..................................................... 25 SECTION 7.7. TERMINATION OF NONCOMPETITION COVENANTS..................................... 26 ARTICLE VIII
Dissolution and Final Liquidation. (A) UPON ANY DISSOLUTION OF THE COMPANY, THE COMPANY SHALL NOT TERMINATE, BUT SHALL CEASE TO ENGAGE IN FURTHER BUSINESS EXCEPT TO THE EXTENT NECESSARY TO PERFORM EXISTING CONTRACTS AND PRESERVE THE VALUE OF ITS ASSETS. ITS ASSETS SHALL BE LIQUIDATED AND ITS AFFAIRS SHALL BE WOUND UP AS SOON AS PRACTICAL THEREAFTER BY THE MANAGERS, OR IF FOR ANY REASON THERE IS NO MANAGER, BY ANOTHER PERSON DESIGNATED BY A SUPERMAJORITY VOTE OF THE MEMBERS. IN WINDING UP THE COMPANY AND LIQUIDATING ASSETS, THE MANAGERS, OR OTHER PERSON SO DESIGNATED FOR SUCH PURPOSE, MAY ARRANGE, EITHER DIRECTLY OR THROUGH OTHERS, FOR THE COLLECTION AND DISBURSEMENT TO THE MEMBERS OF ANY FUTURE RECEIPTS FROM THE HOSPITAL OR OTHER SUMS TO WHICH THE COMPANY MAY BE ENTITLED, AND SHALL SELL THE COMPANY'S INTEREST IN THE HOSPITAL AND THE EQUIPMENT TO ANY PERSON, INCLUDING HHBF OR ANY AFFILIATE THEREOF, ON SUCH TERMS AND FOR SUCH CONSIDERATION AS SHALL BE CONSISTENT WITH OBTAINING THE FAIR MARKET VALUE THEREOF; PROVIDED IF THE BUYER IS HHBF OR ANY OF ITS AFFILIATES, SUCH FAIR MARKET VALUE SHALL, AT THE OPTION OF THE INVESTOR MANAGER, BE DETERMINED BY INDEPENDENT APPRAISAL.
(B) UPON ANY SUCH DISSOLUTION AND LIQUIDATION OF THE COMPANY, THE NET ASSETS, IF ANY, OF THE COMPANY AVAILABLE FOR DISTRIBUTION, INCLUDING ANY CASH PROCEEDS FROM THE LIQUIDATION OF COMPANY ASSETS, SHALL BE APPLIED AND DISTRIBUTED IN THE FOLLOWING MANNER OR ORDER, TO THE EXTENT AVAILABLE:
(I) TO THE PAYMENT OF OR CREATION OF RESERVES FOR ALL DEBTS, LIABILITIES, AND OBLIGATIONS TO ALL CREDITORS OF THE COMPANY (OTHER THAN THE MEMBERS OR THEIR AFFILIATES) AND THE EXPENSES OF LIQUIDATION;
(II) TO THE PAYMENT OF ALL DEBTS AND LIABILITIES (INCLUDING INTEREST) OWED TO THE MEMBERS OR THEIR AFFILIATES AS CREDITORS; AND
(III) THE BALANCE TO THE MEMBERS WITH POSITIVE CAPITAL ACCOUNT BALANCES AFTER TAKING INTO ACCOUNT ALL OTHER ADJUSTMENTS DURING THE FISCAL YEAR IN WHICH LIQUIDATION OCCURS.
(C) THE MEMBERS SHALL LOOK SOLELY TO THE ASSETS, IF ANY, OF THE COMPANY FOR ANY RETURN OF THEIR CAPITAL CONTRIBUTIONS AND, IF THE ASSETS OF THE COMPANY REMAINING AFTER PAYMENT OR DISCHARGE OF THE COMPANY'S DEBTS AND LIABILITIES, OR PROVISION THEREFOR, ARE INSUFFICIENT TO RETURN ALL OR ANY PART OF THE CAPITAL CONTRIBUTIONS, NO MEMBER SHALL HAVE ANY RIGHT OF RECOURSE AGAINST THE MANAGERS OR OTHER MEMBERS OR TO CHARGE THE MANAGERS OR OTHER MEMBERS FOR ANY AMOUNTS EXCEPT AS PROVIDED HEREIN AND EXCEPT TO THE EXTENT OTHERWISE PROVIDED BY THE ACT AND/OR NORTH C...
Dissolution and Final Liquidation