Common use of Winding Up, Liquidation and Distribution of Assets Clause in Contracts

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, an accounting shall be made of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Member shall immediately proceed to wind up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound up, the Member shall (i) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Member may determine to distribute any assets to the Member in kind), (ii) discharge all liabilities of the Company, including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company, and (iv) distribute all remaining cash and assets of the Company to the Member. (c) Upon completion of the winding up, liquidation and distribution of the assets and filing of the Certificate of Cancellation, the Company shall be deemed terminated.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, an accounting shall be made of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Member Company shall immediately proceed to wind up the affairs of the Company. (b) . If the Company is dissolved and its affairs are to be wound up, the Member shall it shall: (ia) sell Sell or otherwise liquidate all of the Company’s 's assets as promptly as practicable (except to the extent the Member may determine to distribute any assets may be distributed to the Member in kind), ; (iib) discharge Discharge all liabilities of the Company, including all costs relating to the dissolutionextent otherwise permitted by law, winding upother than liabilities to the Member for distributions, and liquidation and distribution of assets, (iii) establish such reserves Reserves as may be reasonably necessary to provide for contingent contingencies or liabilities of the Company, and ; (ivc) distribute all Distribute the remaining cash and assets of the Company to the Member. (cd) Upon completion of the winding up, liquidation liquidation, and distribution of the assets and filing of the Certificate of Cancellationassets, the Company shall be deemed terminated. (e) The Member shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, an accounting shall may be made by the Company's independent accountants, if any, of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Member shall immediately proceed to wind up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound up, the Member shall promptly: (i) sell or otherwise liquidate all of the Company’s 's assets as promptly as practicable (except to the extent the Member may determine to distribute any assets to the Member itself in kind), ; (ii) discharge all liabilities of the Company (including any liabilities owed to the Member as a creditor of the Company, including all costs relating to the dissolutionextent otherwise permitted by the Act), winding upother than liabilities to the Member for distributions, and liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent contingencies or liabilities of the Company, and ; and (iviii) distribute all the remaining cash and assets of the Company to the Member. (c) Upon completion of the winding up, liquidation liquidation, and distribution of the assets and filing of the Certificate of CancellationCompany's assets, the Company shall be deemed terminated. (d) The Member shall comply with any applicable requirements of the Act pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, an accounting shall be made of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Member shall immediately proceed to wind up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound up, the Member shall (i1) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Member they may determine to distribute receive any assets to the Member in kind), (ii2) discharge all liabilities of the CompanyCompany (other than liabilities to Member), including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (iii3) establish such reserves as reasonably may be reasonably necessary to provide for contingent liabilities of the Company, and (iv4) distribute all remaining cash and assets discharge any liabilities of the Company to Member other than on account of his interest in Company capital or profits, and (5) distribute the remaining assets to Member.: (c) Upon completion of the winding up, liquidation and distribution of the assets and filing of the Certificate of Cancellationassets, the Company shall be deemed terminated. (d) Member shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Member Members shall immediately proceed to wind up the affairs of the Company. (b) . If the Company is dissolved and its affairs are to be wound up, the Member shall Members shall: (ia) sell Sell or otherwise liquidate all of the Company’s assets Company Property as promptly as practicable (except to the extent the Member Members may determine to distribute any assets to the Member Members in kind), ; (iib) discharge Allocate any profit or loss resulting from such sales to the Members’ Capital Accounts in accordance with Article XII above; (c) Discharge all liabilities of the CompanyCompany Liabilities, including all costs relating Company Liabilities to Members who are creditors, to the dissolutionextent otherwise permitted by law, winding upother than liabilities to Members for Distributions, and liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent contingencies or liabilities of the Company, and Company (iv) distribute all remaining cash and assets for purposes of determining the Capital Accounts of the Company to the Member. (c) Upon completion of the winding up, liquidation and distribution of the assets and filing of the Certificate of CancellationMembers, the Company amounts of such reserves shall be deemed terminated.to be an expense of the Company);