Common use of Winding-Up Procedures Clause in Contracts

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the Company, unless there is an action to continue the Company without winding up in accordance with Section 14.3, the Manager (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Company’s business and affairs (including disposing of the Company’s assets and applying the proceeds as provided in Section 14.4) and terminate the Company in accordance with this Agreement and the Act. The Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the Manager has wrongfully caused the winding up of the Company or if there is no Manager, (i) a Majority-in-Interest of each Class may vote to elect a person or persons to accomplish the winding up of the Company, or (ii) if the Members fail to elect a person to accomplish winding up the Company, then any Member or Assignee may petition a court to wind up the Company as provided in Section 18-803(a) of the Act. The person or persons winding up the Company, whether the Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Company property pursuant to such winding up. The Liquidator (if not the Manager) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the Manager under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and, with respect to acts taken or omitted while acting in such capacity on behalf of the Company, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Members and Assignees during the winding up procedure showing the assets and liabilities of the Company, providing information and documents required by the Members and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Company as of the date of completion of winding up.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the Company, unless there is an action to continue the Company without winding up in accordance with Section 14.3, the Manager (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Company’s 's business and affairs (including disposing of the Company’s 's assets and applying the proceeds as provided in Section 14.4) and terminate the Company in accordance with this Agreement and the Act. The Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the Manager has wrongfully caused the winding up of the Company or if there is no Manager, (i) a Majority-in-Interest of each Class may vote to elect a person or persons to accomplish the winding up of the Company, or (ii) if the Members fail to elect a person to accomplish winding up the Company, then any Member or Assignee may petition a court to wind up the Company as provided in Section 18-803(a) of the Act. The person or persons winding up the Company, whether the Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Company property pursuant to such winding up. The Liquidator (if not the Manager) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the Manager under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and, with respect to acts taken or omitted while acting in such capacity on behalf of the Company, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Members and Assignees during the winding up procedure showing the assets and liabilities of the Company, providing information and documents required by the Members and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Company as of the date of completion of winding up.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the Company, unless there is an action to continue the Company without winding up in accordance with Section 14.3, the Manager (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Company’s business and affairs (including disposing of the Company’s assets and applying the proceeds as provided in Section 14.413.4) and terminate the Company in accordance with this Agreement and the Act. The Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the Manager has wrongfully caused the winding up of the Company or if there is no Manager, (i) a Majority-in-Interest of each Class may vote to elect a person or persons to accomplish the winding up of the Company, or (ii) if the Members fail to elect a person to accomplish winding up the Company, then any Member or Assignee may petition a court to wind up the Company as provided in Section 18-803(a) of the Act. The person or persons winding up the Company, whether the Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Company property pursuant to such winding up. The Liquidator (if not the Manager) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the Manager under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and, with respect to acts taken or omitted while acting in such capacity on behalf of the Company, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Members and Assignees during the winding up procedure showing the assets and liabilities of the Company, providing information and documents required by the Members and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Company as of the date of completion of winding up.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the CompanyCompany as provided in Section 13.1, unless and until there is an action to continue the Company without winding up in accordance with Section 14.313.3, the Manager Board (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Company’s business and affairs (including disposing of the Company’s assets and applying the proceeds as provided in Section 14.413.4) and terminate the Company in accordance with this Agreement and the Act. The Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the Manager has wrongfully caused the winding up of the Company or if there is are no Managerremaining Managers, (i) a Majority-in-Interest of each Class the Members may vote to elect a person or persons to accomplish the winding up of the Company, or (ii) if the Members fail to elect a person to accomplish winding up the Company, then any Member or Assignee may petition a court to wind up the Company as provided in Section 18-803(a) of the Act. The person or persons winding up the Company, whether the Board, a Manager or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may shall have full right and discretion to determine the time, manner, and terms of any sale or sales of Company property pursuant to such winding up. The Liquidator (if not other than the Board or a Manager) is shall be entitled to receive reasonable compensation for its services; . The Liquidator shall have and may exercise exercise, without further authorization or consent of any of the Members or their legal representatives or successors in interest or assignees, all of the powers conferred upon the Manager Board under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; andduties and functions. The Liquidator (if not the Board or a Manager) shall, with respect to acts taken or omitted while acting in such capacity on behalf of the Company, is be entitled to the limitation of liability and indemnification rights set forth in Article VIARTICLE VI to the extent allowed by law. (d) The Liquidator shall provide quarterly reports to the Members and Assignees during the winding up procedure showing the assets and liabilities of the Company, providing information and documents required by the Members and Assignees to comply with their tax reporting obligations, obligations and such other information as the Liquidator deems appropriate. Within a reasonable time after completing following the completion of winding up, the Liquidator shall give each Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Company as of the date of completion of winding up.

Winding-Up Procedures. (a) On the occurrence of an event requiring winding up of the CompanyPartnership, unless there is an action to continue the Company Partnership without winding up in accordance with Section 14.313.3, the Manager General Partner (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the CompanyPartnership’s business and affairs (including disposing of the CompanyPartnership’s assets and applying the proceeds as provided in Section 14.413.4) and terminate the Company Partnership in accordance with this Agreement and the Act. The Company Partnership shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs. (b) If the Manager General Partner has wrongfully caused the winding up of the Company Partnership or if there is no ManagerGeneral Partner, (i) a Majority-in-Interest of each Class may vote to elect a person or persons to accomplish the winding up of the CompanyPartnership, or (ii) if the Members Partners fail to elect a person to accomplish winding up the CompanyPartnership, then any Member Partner or Assignee may petition a court to wind up the Company Partnership as provided in Section 18-803(a) of the Act. The person or persons winding up the CompanyPartnership, whether the Manager General Partner or an elected or court appointed person or persons, is referred to in this Agreement as the “Liquidator.” (c) The Liquidator may determine the time, manner, and terms of any sale or sales of Company Partnership property pursuant to such winding up. The Liquidator (if not the ManagerGeneral Partner) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the Manager General Partner under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties; and, and with respect to acts taken or omitted while acting in such capacity on behalf of the CompanyPartnership, is entitled to the limitation of liability and indemnification rights set forth in Article VI. (d) The Liquidator shall provide quarterly reports to the Members Partners and Assignees during the winding up procedure showing the assets and liabilities of the CompanyPartnership, providing information and documents required by the Members Partners and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Member Partner and Assignee a final statement setting forth the assets, liabilities, and reserves of the Company Partnership as of the date of completion of winding up.