Common use of Winding-Up Procedures Clause in Contracts

Winding-Up Procedures. ‌ (a) Upon the dissolution of the Fund, the Fund will thereafter engage in no further business other than that which is necessary or appropriate to wind up the business, and the Managing Member or, in the case of dissolution pursuant to paragraph 10.2(a)(i), one or more liquidators appointed by a Majority in Interest of the Members, will wind up the Fund. A reasonable time will be allowed for the winding up of the affairs of the Fund in order to maximize value and minimize any losses attendant upon such a winding up. (b) Notwithstanding the dissolution of the Fund, prior to the termination of the Fund, the business of the Fund and the affairs of the Members, as such, will continue to be governed by this Agreement, including the obligations of the Members to make capital contributions for (i) loans that were in process prior to the event giving rise to the Fund’s dissolution, and (ii) the Fund’s obligations for any indebtedness or other Fund expenses in accordance with paragraph 6.2(b). (c) Distributions during the winding up period may be made in cash or in kind or partly in cash and partly in kind. The Managing Member or the liquidator shall use its best judgment as to the most advantageous time for the Fund to sell investments or to make distributions in kind, subject to the Managing Member’s or the liquidator’s determination of the need for adequate reserves to satisfy current or anticipated liabilities of the Fund. In the event that the Managing Member or the liquidator determines that an immediate sale of all or any portion of the Fund assets would be imprudent under the circumstances, the Managing Member or the liquidator to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Fund assets or distribute such Fund assets to the Members in kind. All cash and other assets distributed in kind shall be distributed in accordance with Article 7; provided, however, that if any such distribution would result in a violation of a law or regulation applicable to a Member that would impose upon a Member burdensome regulatory requirements to which such Member is not already subject, then upon receipt by the Managing Member of notice to such effect, such Member may designate a different entity to receive the distribution, or designate, subject to the approval of the Managing Member, an alternative distribution procedure (provided such alternative distribution procedure does not prejudice any of the other Members), including the arrangement of the sale of any such asset on behalf of such restricted Member. Each asset so distributed shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of such asset or for legal reasons.

Winding-Up Procedures. ‌ (a) Upon the dissolution of the Fund, the Fund will thereafter engage in no further business other than that which is necessary or appropriate to wind up the business, and the Managing Member or, in the case of dissolution pursuant to paragraph 10.2(a)(i10.1(a)(i), one or more liquidators appointed by a Majority in Interest of the Members, will wind up the Fund. A reasonable time will be allowed for the winding up of the affairs of the Fund in order to maximize value and minimize any losses attendant upon such a winding up. (b) Notwithstanding the dissolution of the Fund, prior to the termination of the Fund, the business of the Fund and the affairs of the Members, as such, will continue to be governed by this Agreement, including the obligations of the Members to make capital contributions for (i) loans that were in process prior to the event giving rise to the Fund’s dissolution, and (ii) the Fund’s obligations for any indebtedness or other Fund expenses in accordance with paragraph 6.2(b). (c) Distributions during the winding up period may be made in cash or in kind or partly in cash and partly in kind. The Managing Member or the liquidator shall use its best judgment as to the most advantageous time for the Fund to sell investments or to make distributions in kind, subject to the Managing Member’s or the liquidator’s determination of the need for adequate reserves to satisfy current or anticipated liabilities of the Fund. In the event that the Managing Member or the liquidator determines that an immediate sale of all or any portion of the Fund assets would be imprudent under the circumstances, the Managing Member or the liquidator to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Fund assets or distribute such Fund assets to the Members in kind. All cash and other assets distributed in kind shall be distributed in accordance with Article 7; provided, however, that if any such distribution would result in a violation of a law or regulation applicable to a Member that would impose upon a Member burdensome regulatory requirements to which such Member is not already subject, then upon receipt by the Managing Member of notice to such effect, such Member may designate a different entity to receive the distribution, or designate, subject to the approval of the Managing Member, an alternative distribution procedure (provided such alternative distribution procedure does not prejudice any of the other Members), including the arrangement of the sale of any such asset on behalf of such restricted Member. Each asset so distributed shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of such asset or for legal reasons.

Winding-Up Procedures. ‌ (a) Upon the dissolution of the Fund, the Fund will thereafter engage in no further business other than that which is necessary or appropriate to wind up the business, and the Managing Member or, in the case of dissolution pursuant to paragraph 10.2(a)(i10.1(a)(i), one or more liquidators appointed by a Majority in Interest of the Members, will wind up the Fund. A reasonable time will be allowed for the winding up of the affairs of the Fund in order to maximize value and minimize any losses attendant upon such a winding up. (b) Notwithstanding the dissolution of the Fund, prior to the termination of the Fund, the business of the Fund and the affairs of the Members, as such, will continue to be governed by this Agreement, including the obligations of the Members to make capital contributions for (i) loans that were in process prior to the event giving rise to the Fund’s dissolution, and (ii) the Fund’s obligations for any indebtedness or other Fund expenses in accordance with paragraph 6.2(b). (c) Distributions during the winding up period may be made in cash or in kind or partly in cash and partly in kind. The Managing Member or the liquidator shall use its best judgment as to the most advantageous time for the Fund to sell investments or to make distributions in kind, subject to the Managing Member’s or the liquidator’s determination of the need for adequate reserves to satisfy current or anticipated liabilities of the Fund. In the event that the Managing Member or the liquidator determines that an immediate sale of all or any portion of the Fund assets would be imprudent under the circumstances, the Managing Member or the liquidator to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Fund assets or distribute such Fund assets to the Members in kind. All cash and other assets distributed in kind shall be distributed in accordance with Article 7; provided, however, that if any such distribution would result in a violation of a law or regulation applicable to a Member that would impose upon a Member burdensome regulatory requirements to which such Member is not already subject, then upon receipt by the Managing Member of notice to such effect, such Member may designate a different entity to receive the distribution, or designate, subject to the approval of the Managing Member, an alternative distribution procedure (provided such alternative distribution procedure does not prejudice any of the other Members), including the arrangement of the sale of any such asset on behalf of such restricted Member. Each asset so distributed shall be subject to reasonable conditions and restrictions necessary or advisable in order to preserve the value of such asset or for legal reasons.