Dissolution, Winding Up and Liquidation Sample Clauses
The 'Dissolution, Winding Up and Liquidation' clause outlines the procedures to be followed when a company or partnership is brought to an end. It typically details the steps for formally dissolving the entity, settling outstanding debts, distributing remaining assets among stakeholders, and filing any necessary legal documents. For example, it may specify how creditors are paid before any distributions to owners or partners. The core function of this clause is to ensure an orderly and legally compliant process for closing down the business, thereby protecting the interests of creditors, owners, and other stakeholders.
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Dissolution, Winding Up and Liquidation. Upon a dissolution of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company’s liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:
Dissolution, Winding Up and Liquidation. 41 9.4 Compliance With Certain Requirements of the Treasury Regulations;Deficit Capital Accounts.............................42 ARTICLE X INDEMNIFICATION
Dissolution, Winding Up and Liquidation. (a) Upon a dissolution of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company’s liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:
(i) first, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities (including any liabilities pursuant to any Unit repurchase obligation of the Company that are then due and payable), including the expenses of the winding-up, liquidation and dissolution of the Company (whether by payment or the making of reasonable reserves to provide for payment thereof); and
(ii) second, to the Members in accordance with Section 7.1.
(b) Distributions pursuant to this Section 10.3 shall be made no later than the end of the Fiscal Year during which the Company is liquidated (or, if later, 90 days after the date on which the Company is liquidated).
Dissolution, Winding Up and Liquidation. (a) Upon the consummation of any dissolution, liquidation or similar event of the Company, other than in connection with a Sale-of-the-Company, the Class C Interests shall be converted into Class A Units; provided, that in such case (i) the valuation of the Company shall be determined based upon the valuation obtained in connection with such liquidation or dissolution event by a nationally recognized independent valuation firm that is experienced with the valuation of companies in similar businesses to the Company and (ii) the number of converted Class A Units shall have an aggregate valuation equal to the dollar amount that would be distributed to the Holders of the Class C Interests pursuant to Section 7.1.
(b) Upon the consummation of any dissolution, liquidation or similar event of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company’s liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by Law, in the following order:
(i) first, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities (including any liabilities pursuant to any Unit repurchase obligation of the Company that are then due and payable), including the expenses of the winding-up, liquidation and dissolution of the Company (whether by payment or the making of reasonable reserves to provide for payment thereof); and
(ii) second, to the Members in accordance with Section 7.1.
(c) Distributions pursuant to this Section 10.3 shall be made no later than the end of the Fiscal Year during which the Company is liquidated (or, if later, 90 days after the date on which the Company is liquidated).
Dissolution, Winding Up and Liquidation. Upon a dissolution of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company's liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:
(a) first, to creditors (including Members who are creditors) in satisfaction of all of the Company's debts and other liabilities; and
(b) second, to the Members in accordance with the positive balance in their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.
Dissolution, Winding Up and Liquidation. (a) Upon a dissolution of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company’s liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:
(i) first, to creditors (including Members who are creditors) in satisfaction of all of the Company debts and other liabilities, including the expenses of the winding-up, liquidation and dissolution of the Company (whether by payment or the making of reasonable reserves to provide for payment thereof); and
(ii) second, to the Members of the Company in accordance with their positive Capital Account balances and after crediting each Member’s Capital Account with its share of Net Profits and Net Loss through the date of dissolution, including gain or loss from dissolving events.
(b) Distributions pursuant to this Section 10.3 shall be made no later than the end of the Fiscal Year during which the Company is liquidated (or, if later, 90 days after the date on which the Company is liquidated).
Dissolution, Winding Up and Liquidation. Upon a dissolution of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company’s liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:
(a) first, to creditors (including Members who are creditors to the extent otherwise permitted by law) in satisfaction of all of the Company’s debts and other liabilities, including the expenses of the winding-up, liquidation and dissolution of the Company (whether by payment or the making of reasonable reserves to provide for payment thereof); and
(b) second, to the Members in accordance with their respective Percentage Interests.
Dissolution, Winding Up and Liquidation. The LLC shall dissolve upon the first to occur of: (a) unanimous written consent of all Members; (b) the death, Bankruptcy, or incapacity of a Member unless the remaining Member elects to continue the LLC within 60 days under Section 13.8; (c) entry of a judicial dissolution decree under the Act; or (d) any other event causing dissolution under the Act. Upon dissolution, the Manager (or a liquidating trustee appointed by unanimous Member consent) shall wind up the LLC's affairs by: (a) ceasing all business operations except as necessary for orderly liquidation; (b) collecting receivables and converting assets to cash; (c) discharging all liabilities to creditors; (d) settling unresolved claims; and (e) establishing reasonable reserves for contingent liabilities. After paying or adequately providing for all debts and obligations, remaining assets shall be distributed in the following order: (a) to Members with positive Capital Account balances in proportion to such balances until reduced to zero; then (b) to Members in accordance with their respective Profit Sharing Ratios. No Member shall receive any Distribution that would render the LLC insolvent. The LLC shall file a certificate of dissolution with the New York Secretary of State within 90 days after completing winding up, and the Manager shall provide each Member with a final accounting and tax documentation within 30 days thereafter. No Member shall have any right to demand or receive property other than cash in liquidation, except with unanimous consent. Any Distribution in kind shall be valued at fair market value as determined by an Independent Appraiser. Notwithstanding dissolution, the provisions of Sections 13 (Transfer Restrictions), 15 (Dispute Resolution), and this Section 18 shall survive to govern post-dissolution obligations.
Dissolution, Winding Up and Liquidation. Upon a dissolution of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Com pany shall take full account of the Company's liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distri buted, to the maximum extent permitted by law, in the following order:
(a) first, to creditors (including Members who are creditors) in satis faction of all of the Company's debts and other liabilities; and
(b) second, to the Members in accordance with the positive balance in their Capital Accounts, after giving effect to all contributions, distributions and alloca tions for all periods.
Dissolution, Winding Up and Liquidation