Responsibility for Winding Up Sample Clauses

Responsibility for Winding Up. Upon dissolution of the Company pursuant to Section 12, the Manager may wind up the Company’s affairs; however, any competent court, upon cause shown, may wind up the Company’s affairs upon application of a legal representative or assignee of the Member, and in connection therewith may appoint a liquidating trustee.

Responsibility for Winding Up. Upon dissolution of the Company pursuant to Article XI, the Manager, or the authorized representative of the Manager, shall be responsible for overseeing the winding up and liquidation of the Company and shall take full account of the Company’s liabilities and assets.

Responsibility for Winding Up. Upon dissolution of the Company pursuant to Section 12, the Manager may wind up the Company’s affairs; however, any competent court, upon cause shown, may wind up the Company’s affairs upon application of a legal representative or assignee of the Manager and, in connection therewith, may appoint a liquidating trustee.

Responsibility for Winding Up. Upon dissolution of the Company, the affairs of the Company shall be wound up by the Manager.

Responsibility for Winding Up. 7 15.2 Distribution of Assets Upon Winding Up.............................7 16.

Responsibility for Winding Up. Upon dissolution of the Partnership, the affairs of the Partnership shall be wound up by the Managing Partner, or if he has wrongfully caused the dissolution, then by those Partners who have not wrongfully caused the dissolution.

Responsibility for Winding Up. (a) On dissolution of the Partnership, the Partnership will continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of creditors. The affairs of the Partnership will be wound up by any General Partner who has not wrongfully caused the dissolution. (b) If no General Partner is available to wind up the affairs of the Partnership, or the only remaining General Partner(s) fail(s) to wind up the affairs of the Partnership, one or more Limited Partners may wind up the affairs of the Partnership. (c) If the Limited Partners are authorized to wind up the affairs of the Partnership, the Certificate of Limited Partnership must be amended to add the name and the business, residence, or mailing address of each Limited Partner winding up the Partnership’s affairs. The Limited Partners winding up the Partnership’s affairs may not be subject to liability as a General Partner based on this amendment. Any remaining General Partner(s) not winding up the Partnership’s affairs need not execute the Certificate of Amendment. (d) If the Limited Partners wind up the affairs of the Partnership, the Limited Partners are entitled to reasonable compensation from the Partnership. (e) The Partners responsible for winding up the affairs of the Partnership must give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Partnership.

Responsibility for Winding Up. 35 Section 12.2 Distribution of Assets Upon Winding Up 35 ARTICLE XIII INDEMNIFICATION; EXCULPATION 36 Section 13.1 Indemnification of Members 36 Section 13.2 Indemnification of the Manager, Officers, Employees and Agents 36 Section 13.3 Exculpation. 37 ARTICLE XIV MISCELLANEOUS 37 Section 14.1 Governing Law. 37 Section 14.2 Binding Effect; Entire Agreement. 37 Section 14.3 Creditor’s Interest in the Company. 38 Section 14.4 Headings. 38 Section 14.5 Amendments. 38 Section 14.6 Severability. 38 Section 14.7 Incorporation by Reference 38 Section 14.8 Variation of Pronouns. 38 Section 14.9 No Third-Party Beneficiaries. 38 Section 14.10 Counterpart Execution; Facsimile Signatures 38 Section 14.11 Confidentiality and Disclosure. 38 Section 14.12 USG Promissory Note 41 Section 14.13 Amendment and Restatement. 41 Section 14.14 Notices. 41

Responsibility for Winding Up. At such time as the Company is to be wound up, the Co-Managers or any other person as permitted by the Washington Act shall wind up the Company’s affairs.