Procedures Upon Dissolution. Upon dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows: (a) first, all of the Company’s debts, liabilities and obligations, including any loans or advances from the Manager or Member(s), shall be paid in full or reserves therefor shall be set aside in accordance with Section 18-804 of the Act; and (b) any remaining assets shall be distributed to the Member(s) in proportion to its/their respective Interests. Upon completion of the winding up, liquidation and distribution of the assets and the filing of a certificate of cancellation of the Certificate, the Company shall be deemed terminated.
Appears in 20 contracts
Sources: Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC)
Procedures Upon Dissolution. Upon dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows:
(a) first, all of the Company’s debts, liabilities and obligations, including any loans or advances from the Manager or Member(s), shall be paid in full or reserves therefor shall be set aside in accordance with Section 18-804 18–804 of the Act; and
(b) any remaining assets shall be distributed to the Member(s) in proportion to its/their respective Interests. Upon completion of the winding up, liquidation and distribution of the assets and the filing of a certificate of cancellation of the Certificate, the Company shall be deemed terminated.
Appears in 10 contracts
Sources: Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC)
Procedures Upon Dissolution. Upon dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows:
(a) first, all of the Company’s debts, liabilities and obligations, including any loans or advances from the Manager or Member(s), shall be paid in full or reserves therefor therefore shall be set aside in accordance with Section 18-804 of the Act; and
(b) any remaining assets shall be distributed to the Member(s) in proportion to its/their respective Interestsinterests. Upon completion of the winding up, liquidation and distribution of the assets and the filing of a certificate of cancellation of the Certificate, the Company shall be deemed terminated.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC)
Procedures Upon Dissolution. Upon dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows:
(a) first, all of the Company’s debts, liabilities and obligations, including any loans or advances from the Manager or Member(s), shall be paid in full or reserves therefor shall be set aside in accordance with Section 18-804 18—804 of the Act; and
(b) any remaining assets shall be distributed to the Member(s) in proportion to its/their respective Interests. Upon completion of the winding up, liquidation and distribution of the assets and the filing of a certificate of cancellation of the Certificate, the Company shall be deemed terminated.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC)
Procedures Upon Dissolution. Upon dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows:
(a) first, all of the Company’s debts, liabilities and obligations, including any loans or advances from the Manager or Member(s), shall be paid in full or reserves therefor shall be set aside in accordance with Section 18-804 of the Act; and
(b) any remaining assets shall be distributed to the Member(s) in proportion to its/their respective Interests. : Upon completion of the winding up, liquidation and distribution of the assets and the filing of a certificate of cancellation of the Certificate, the Company shall be deemed terminated.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Diamond Resorts Parent, LLC)
Procedures Upon Dissolution. Upon dissolution Dissolution of the Company, the Manager shall wind up the business and affairs of the Company and shall cause all property and assets of the Company to be distributed as follows:
(a) first, all of the Company’s debts, liabilities and obligations, including any loans or advances from the Manager or Member(s), shall be paid in full or reserves therefor shall be set aside in accordance with Section 18-804 18–804 of the Act; and
(b) any remaining assets shall be distributed to the Member(s) in proportion to its/their respective Interests. Upon completion of the winding up, liquidation and distribution of the assets and the filing of a certificate of cancellation of the Certificate, the Company shall be deemed terminated.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Diamond Resorts Parent, LLC)