Winding Up Procedure Clause Samples

The Winding Up Procedure clause outlines the steps and processes to be followed when dissolving or liquidating a company or partnership. It typically details how assets will be collected, liabilities settled, and any remaining funds distributed among stakeholders. For example, it may specify the order of payments to creditors and shareholders, and set timelines for completing each stage of the process. This clause ensures an orderly and transparent closure of the business, minimizing disputes and clarifying responsibilities during the dissolution.
Winding Up Procedure. Upon dissolution of the Partnership, any secured loan (including accrued unpaid interest) by a Partner shall first be paid to the extent of such security, next, any unsecured loans (except loans described in the last grammatical paragraph of Subsection 16(c) above) and the unsecured portion of any secured loans (including accrued unpaid interest) by a Partner shall be paid including without limitation any loans otherwise payable only out of Cash Flow, and then any loans described in the last grammatical paragraph of Subsection 16(c) above but subject to the limitations contained in such Subsection, and thereafter, each Partner shall (subject to the remaining provisions of this Section 27) share in the proceeds in proportion to their then respective positive capital account balances. If the Partnership is dissolved as contemplated by Subsection 26(c) or 26(d) above, the “Electing Partner” (who is defined as being the Partner who is not the Withdrawing Partner) may, by notice to the Withdrawing Partner (the “Election Notice”), elect to purchase the Withdrawing Partner’s Partnership interest as hereinafter provided and continue as a sole proprietorship the business theretofore conducted as the Partnership and/or may also elect to have one or more of its affiliates or one or more other persons or entities purchase the Withdrawing Partner’s Partnership interest and be admitted as new partner(s). If the Partnership is dissolved pursuant to Subsection 26(c) above, any such election must be made by the Electing Partner no later than the date on which the Dissolution Notice is delivered to the Defaulting Partner, and if dissolved in contravention of this Agreement, such election must be made within 90 days after the “Process Date” which is defined as the date upon which the Electing Partner is served court process or first notification under Section 29 below in either case with respect to a proceeding in which the Withdrawing Partner seeks dissolution. Notwithstanding the foregoing, the Electing Partner may not give an Election Notice with respect to the Withdrawing Partner’s interest in the Partnership unless the Electing Partner or its affiliate (or another person or entity specified by the Electing Partner or one of its affiliates) at the same time elects to acquire all of the interests of the Withdrawing Partner and its affiliates in all the Related Partnership pursuant to Section 27 of the respective partnership agreements of the Related Partnerships. The Part...
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Winding Up Procedure. Upon dissolution of the Partnership, after satisfaction of liabilities to creditors of the Partnership in accordance with the Act, each Partner shall share in the proceeds in proportion to their then respective capital accounts. The Partnership shall terminate when all of the assets of the Partnership shall have been distributed to the Partners in accordance with this Section, and the Certificate of Limited Partnership of the Partnership shall have been canceled in the manner required by the Act.
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Winding Up Procedure. Upon the Enterprise Board’s adoption of a resolution of termination under Section 10.1 above, ▇▇▇▇ ▇▇▇▇▇ ▇ shall be wound up within a reasonable time pursuant to the procedures set forth in this Section 10.2. (i) The Enterprise Board shall appoint a winding-up agent to carry out the procedures and responsibilities set forth in this Section 10.2 and to take any other actions as determined by the Enterprise Board to be necessary and convenient to the winding up of NISP Phase 1. (ii) The winding-up agent shall obtain from the Financial Services Manager of the District an accounting of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets and ▇▇▇▇ ▇▇▇▇▇ ▇ liabilities and operations through the last day of the month in which the Enterprise Board adopts a resolution of termination under Section 10.1 above. The winding-up agent may also cause a proper accounting to occur at other times, including before or after the distribution of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets pursuant to Section 10.3 below, if the Enterprise Board determines in its discretion that such an additional accounting is reasonably necessary for the orderly winding up of NISP.
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Winding Up Procedure. Upon the Enterprise Board’s adoption of a resolution of termination under Section 10.1* above, ▇▇▇▇ ▇▇▇▇▇ ▇ shall be wound up within a reasonable time pursuant to the procedures set forth in this Section 10.2*.. (i) The Enterprise Board shall appoint a winding-up agent to carry out the procedures and responsibilities set forth in this Section 10.2* and to take any other actions as determined by the Enterprise Board to be necessary and convenient to the winding up of ▇▇▇▇ ▇▇▇▇▇ ▇. [The Enterprise Board may appoint an employee of the District to be the winding-up agent.] (ii) The winding-up agent shall obtain from the Financial Services Manager of the District an accounting of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets and ▇▇▇▇ ▇▇▇▇▇ ▇ liabilities and operations through the last day of the month in which the Enterprise Board adopts a resolution of termination under Section 10.1* above. The winding--up agent may also cause a proper accounting to occur at other times, including before or after the distribution of ▇▇▇▇ ▇▇▇▇▇ ▇ Assets pursuant to Section 10.3* below, if the Enterprise Board determines in its discretion that such an additional accounting is reasonably necessary for the orderly winding up of NISP.
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Related to Winding Up Procedure

  • 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.

  • Winding Up (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

  • Dissolution Winding Up (a) The Partnership shall be dissolved upon (i) the adoption of a plan of dissolution by the General Partner(s) or (ii) the occurrence of any event required to cause the dissolution of the Partnership under the Act. (b) Any dissolution of the Partnership shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Partnership shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act. (c) Upon dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Partnership, the General Partner(s) shall immediately commence to wind up the affairs of the Partnership in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Partnership, the General Partner(s) may take any and all actions that it determines in its sole discretion to be in the best interests of the Partners, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Partnership’s intention to dissolve to be mailed to each known creditor of and claimant against the Partnership, (ii) the payment, settlement or compromise of existing claims against the Partnership, (iii) the making of reasonable provisions for payment of contingent claims against the Partnership and (iv) the sale or disposition of the properties and assets of the Partnership. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of claims against the Partnership so as to enable the General Partner(s) to minimize the losses that may result from a liquidation.

  • 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.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.