Common use of Procedures Upon Dissolution Clause in Contracts

Procedures Upon Dissolution. Upon dissolution of the Company, the Company shall be terminated, and the Managers, or if there are no Managers, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice, provided that prior to any liquidation, the Company shall give KH the first right of refusal to purchase all of the intellectual property rights, including standard operating procedures, trade-secrets and know-how related to the Technology as specified in the Assignment and License Agreement dated February , 2019, and any and all improvements thereon (the “Intellectual Property”), which purchase shall be made by paying to the Company, for ultimate distribution to NBGV, half the value of the Intellectual Property based on a third party appraisal mutually agreed upon by the Members. The right of first refusal set forth above will follow the procedures set forth in Section 9.2 as if the Intellectual Property was an Offered Interest, with such changes as may be required by the context to make this section applicable. The proceeds of liquidation shall be applied and distributed in the following order of priority: (a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation; (b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the arising out of or in connection with the business and operation of the Company; (c) third, to the payment of any loans or advances made by any of the Members to the Company; and (d) thereafter, to the Members and the Managers in accordance with their respective distribution priorities set forth in, and after making all allocations required by, Article 5 of this Agreement, after giving effect to the distribution to KH of the Intellectual Property as set forth above, if applicable. Notwithstanding any to the contrary set forth herein, in the event of a dissolution of the Company in accordance with Section 10.3(d), NGBV shall have no rights in or to the Intellectual Property, and the Company shall transfer the Intellectual Property back to KH prior to any liquidation without any payment or compensation to NBGV whatsoever. In such event, any remaining assets of the company will be liquidated and distributed in accordance with the provisions above. Nothing in this paragraph shall affect the rights of NGBV under the License Agreement entered into by and between NBGV and KH on February 14, 2019.

Procedures Upon Dissolution. Upon dissolution of the Company, the Company shall be terminated, and the Managers, or if there are no Managers, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice, provided that prior to any liquidation, the Company shall give KH EcoX the first right of refusal to purchase all of the intellectual property rights, including standard operating procedures, trade-secrets and know-how related to the Technology as specified in the Assignment and License Agreement dated February , 2019, and any and all improvements thereon (the “Intellectual Property”), which purchase shall be made by paying to the Company, for ultimate distribution to NBGV, half the value of the Intellectual Property based on a third party appraisal mutually agreed upon by the Members. The right of first refusal set forth above will follow the procedures set forth in Section 9.2 as if the Intellectual Property was an Offered Interest, with such changes as may be required by the context to make this section applicable. The proceeds of liquidation shall be applied and distributed in the following order of priority: (a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation; (b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the arising out of or in connection with the business and operation of the Company; (c) third, to the payment of any loans or advances made by any of the Members to the Company; and (d) thereafter, to the Members and the Managers in accordance with their respective distribution priorities set forth in, and after making all allocations required by, Article 5 of this Agreement, after giving effect to the distribution to KH EcoX of the Intellectual Property as set forth above, if applicable. .. Notwithstanding any to the contrary set forth herein, in the event of a dissolution of the Company in accordance with Section 10.3(d), NGBV shall have no rights in or to the Intellectual Property, and the Company shall transfer the Intellectual Property back to KH EcoX prior to any liquidation without any payment or compensation to NBGV whatsoever. In such event, any remaining assets of the company will be liquidated and distributed in accordance with the provisions above. Nothing in this paragraph shall affect the rights of NGBV under the License Agreement entered into by and between NBGV and KH EcoX on February 14, 2019.