Procedure Upon Winding Up Clause Samples
Procedure Upon Winding Up
Procedure for Winding Up and Dissolution If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.
Procedure upon Purchase (a) If the Lessee shall deliver (or is deemed to have delivered) an Offer to Purchase under Section 14(a)(i), the closing of the Lessee's purchase of the Property (the "Closing Date") shall be on the Expiration Date (or such earlier date during the last six (6) months of the Term as may be designated by Lessee). Otherwise, the Closing Date shall be: (1) in the case of an Offer to Purchase covering all or a portion of the Property given pursuant to subsection 14(a)(ii), (iii), or (iv), on the Payment Date specified in the Partial Termination Notice, Early Termination Notice, or Termination Notice, as applicable; (2) in the case of an Offer to Purchase (covering either all of the Property or an applicable portion thereof) delivered pursuant to subsection 14(a)(v) or (vi) on the first Payment Date that is at least thirty (30) days after delivery (or deemed delivery) of the Offer to Purchase to Lessor by Lessee. In any case the Closing Date may be on such other date as may be mutually agreed upon by the Lessor and the Lessee. On the Closing Date, upon receipt of the Offer Purchase Price, the Lessor shall convey, or cause to be conveyed, the Property or applicable portion thereof (or, in the case of Condemnation, the remaining portion thereof) to the Lessee or its designee by an appropriate recordable limited or special warranty deed and other appropriate conveyance documents containing no representation or warranty (expressed or implied) except that the Property or applicable portion thereof is free and clear of any conveyance, mortgage, lease, or Lien or other adverse interest of any kind created or caused by the Lessor or any person claiming by, through or under the Lessor but not otherwise (except as consented to by the Lessee). (b) On the Closing Date, the Lessee shall pay, or cause to be paid, to the Lessor the "Acquisition Price" for the Property or the portion(s) thereof covered by the Offer to Purchase in question as defined in Exhibit "A", together with all Net Rent, Additional Rent and other sums then due and payable hereunder relating to the Property (including, in the case of a transfer of less than all of the Property, all such sums attributable both to the portions of the Property being transferred and the remaining portions of the Property) up to and including such Closing Date, plus the Early Termination Fee (if applicable) (such amounts, plus all amounts payable by Lessee pursuant to the following sentence, are herein referred to as the "Offer Purchase Price"), and the Lessor shall simultaneously (i) deliver to the Lessee or its designee the instruments referred to in this Section 15 with respect to the Property or the applicable portions thereof and any other instruments reasonably necessary to convey to Lessee or its designee the Property or the applicable portions thereof and assign any other property then required to be assigned pursuant hereto, and (ii) convey, or cause to be conveyed, to the Lessee or its designee any Net Proceeds and/or the right to receive the same attributable to the portions of the Property being transferred that have not theretofore been disbursed. The Transaction Mortgage granted by Lessor on the Property pursuant to the Transaction Agreement shall be released from the Property (or applicable portion thereof) purchased by Lessee, by the Agent, by appropriate recordable instrument. The Lessee shall also pay, or cause to be paid, all charges incident to such conveyance, including reasonable attorneys' fees of Lessor's counsel and/or Agent's counsel, and escrow fees, recording fees, any fees, costs or expenses incurred by the Lessor or Agent in connection with the same, and all applicable transfer taxes which may be imposed by reason of such conveyance and the delivery of said instruments (collectively, the "Closing Costs"). Upon the completion of any purchase of the Property pursuant to this Section 15, but not prior thereto, this Lease shall terminate with respect to the Property or the applicable portions thereof affected by such transaction except with respect to obligations and liabilities of the Lessee (actual or contingent) (i) under Section 8 hereof, and (ii) which have arisen with respect to the Property on or prior to such date of purchase, and except as elsewhere provided herein. (c) If less than all of the Property is purchased, this Lease shall remain in full force and effect as to the remaining portions of the Property, and the Net Rent shall be adjusted as provided for on Exhibit "A".
Procedure Upon Termination (a) Notice of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23, 9.24 and 9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced Mortgage Loans. (b) On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.
Dissolution Winding Up and Termination Upon the occurrence of a Liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which it may deem necessary or desirable to wind up the Partnership’s affairs, having for such purpose all the powers referred to and provided for in Article 7 appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partners shall, by Majority Approval, designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership’s assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.
Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2