Common use of Dissolution Clause in Contracts

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up in accordance with the Act upon the first earlier to occur of the followingof: (ia) the written consent of action taken by the Sole Member, ; (iib) the retirementevent or action or period of time specified in the Certificate, resignation if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member Company specified in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Actdissolution.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of accordance with the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the followingfollowing events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, accordance with R.S. 12:1318; or (iii) the upon entry of a decree of judicial dissolution under Section 18-802 of the ActR.S. 12: 1335, as amended.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time that there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent of the Sole Member, (ii) the retirement, resignation or dissolution at any time there is no member of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by pursuant to the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent termination of the Member, (ii) the retirement, resignation or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of all the MemberMembers to dissolve the Company, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act, or (iii) any time there are no members of the Company unless the Company is continued without dissolution in accordance with this Agreement or the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (aa.) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberMembers, (ii) if there is only one Member, the retirement, resignation or dissolution of the such Member or the occurrence of any other event which terminates the continued membership of the such Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirementbankruptcy, resignation withdrawal or dissolution termination of the Member or the occurrence of any other event which terminates the continued membership legal existence of the Member in the Company Member, unless the business of the Company is continued without dissolution in a manner permitted by accordance with the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActLaw, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time that there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (ia) the written consent of the Member, or (iib) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Dissolution. (a) a. The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: either (i) the written consent of the Member, Member(s) or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Except as otherwise provided in this paragraph, the Company shall not be dissolved upon the death, incapacity or bankruptcy of the Member.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement. (Signature page follows.)

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the followingfollowing events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, accordance with R.S. 12:1318; or (iii) the upon entry of a decree of judicial dissolution under Section 18-802 of the ActR.S. 12:1335, as amended.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Organizational Member, (iib) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 608.449 of the Act.

Dissolution. (a) a. The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon on the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the an entry of a decree of judicial dissolution under pursuant to Section 1853-802 19-40 of the Act, as amended from time to time.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent termination of the Member, (ii) the retirement, resignation or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or by the LLC Act, ; or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the LLC Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Sole Member, (iib) the retirement, resignation resignation, expulsion, insolvency, bankruptcy or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company unless the business of the Company is continued in a manner permitted by consent of the ActSole Member within 90 days following the occurrence of any such event, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 17351 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (ia) the written consent of the Member, ; or (iib) the death, retirement, resignation resignation, expulsion, insolvency, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of a the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up terminated upon the first earlier to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiia) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, or (iib) the retirement, resignation or dissolution termination of the legal existence of the last remaining Member or the occurrence of any other event which that terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act, Delaware Act or (iiic) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the entry of a decree of judicial dissolution under Section 18-802 Company to carry on the business of the ActCompany.

Dissolution. (a) The Subject to the other provisions of this Agreement, the Company shall dissolve, and its affairs shall only be wound up dissolved upon the first to occur of the following: (ia) the written consent instructions of the Initial Member, ; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (c) the sale or other transfer of all, or substantially all, of the Company’s assets outside of the ordinary course of business.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the MemberManaging Members, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act, or (c) at any time there are no members of the Company, unless the Company is continued in accordance with the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry any order of a decree court of judicial competent jurisdiction requiring dissolution under Section 1817-802 76,117 of the Act, and amendments thereto.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent termination of the Member, (ii) the retirement, resignation or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company unless the business of the Company is continued in a manner required under Section 12.1(b) or this Section 12.1(a) or permitted by this Agreement or the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member such member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the MemberSole Member or, (ii) the retirementif any additional members shall have been added, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, all Members; or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act. In the absence of either of the foregoing, the Company shall be dissolved and its affairs wound up upon the bankruptcy or dissolution of the Sole Member or, if any additional members shall have been added, all of the Members or as otherwise specifically required by the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent direction of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActMembers, or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Members or the occurrence of any other event that terminates the continued membership of the Members shall not cause a dissolution of the Company.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon on the first to occur of the following: following events (each a “Dissolution Event”): (i) the written unanimous consent of the Member, Members; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; and (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (iI) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement. (Signature page follows.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Memberall Members, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 1817-802 76,116 of the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (ii) the retirement, resignation or dissolution direction of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial dissolution under Section 1800-802 000-000 or -617 of the Act. The bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iii) the entry of a decree of judicial dissolution under Section 1848-802 2c-1213 of the Act.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberLLC Member and a majority of the whole Board, (ii) the retirement, resignation or dissolution termination of the legal existence of the LLC Member or the occurrence of any other event which that terminates the continued membership of the LLC Member in the Company unless the business of the Company is continued without dissolution in a manner permitted by this LLC Agreement or the Act, LLC Act or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the LLC Act.

Dissolution. (a) a. The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, ; (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Law; or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the followingfollowing events: (i) the written consent of the MemberMember(s) to dissolve the Company, (ii) upon the retirementsale by the Company of all or substantially all of its right, resignation title, or dissolution interest in and to the Company property and the receipt by the Company of the Member or the occurrence of any other event which terminates the continued membership of the Member purchase price in the Company unless the business of the Company is continued in a manner permitted by the Act, full or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 17351 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement. (Signature page follows.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent resignation of the Member, (ii) the written consent of the Member to dissolve the Company, (iii) upon the occurrence of any event that results in the Member ceasing to be the Member of the Company under the Act (including, without limitation, the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Company) or (iiiiv) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent direction of the Member, or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 8972 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (i) the written consent of the Membersole Member determines to effect such dissolution, or (ii) the entry of an order of judicial dissolution under § 18-802 of the Act. The death (or dissolution in the case of a member that is not a natural person), retirement, resignation insanity, resignation, or dissolution bankruptcy of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company unless the business shall not cause a dissolution of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirement, resignation bankruptcy or dissolution of the Member or Member, (c) the occurrence of any other event which that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiid) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent direction of the Member, or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.2 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of all of the Member, Members; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (iii) the insolvency, bankruptcy or dissolution of all of the Members; and (iv) the occurrence of any other event which terminates the continued membership of all of the Members in the Company.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Subject to Section 7.3, the Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member and, so long as any Obligation is outstanding, all other members of the Company, including, without limitation, the Independent Member, if any; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Managing Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial ofjudicial dissolution under Section 18-802 of the Act, or (c) at any time there are no members of the Company, unless the Company is continued in accordance with the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 1813.1-802 1047 of the Act.Act or (iii) automatic cancellation of its Certificate of Organization under Section 13.1-1064. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (i) the written consent determination of the MemberManager to dissolve, or (ii) the retirement, resignation sale of all or dissolution substantially all of the Company’s assets and business. Each Member hereby waives his, her, or the occurrence of any other event which terminates the continued membership of the Member in its right to have the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section dissolved pursuant 6 Del. C. §18-802 of the Act802.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no Members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 1834-802 702 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberMembers, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event time at which terminates the continued membership of the Member in there are no Members; provided that the Company unless the business of shall not be dissolved and shall not be required to be wound up if the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (ia) the written consent of the Memberall Members, (iib) the retirement, resignation sale or dissolution other disposition of substantially all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany's assets, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Actdissolution.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there are no members of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberSole LLC Member and a majority of the whole Board, (ii) the retirement, resignation or dissolution termination of the legal existence of the Sole LLC Member or the occurrence of any other event which that terminates the continued membership of the Sole LLC Member in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act, LLC Act or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the LLC Act.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Sole Member, ; (iib) the retirement, resignation or dissolution at any time that there is no member of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by pursuant to the Act, ; or (iiic) the entry occurrence of an event causing a decree dissolution of judicial dissolution the Company under Section 18-802 801 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member, (ii) the retirement, resignation or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent election of the Member, (iib) the retirement, resignation bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by under the Act, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) upon the written consent or approval of the MemberManager, (iib) upon the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActMember, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member, (ii) the retirementbankruptcy, resignation withdrawal or dissolution termination of the Member or the occurrence of any other event which terminates the continued membership legal existence of the Member in the Company last remaining Member, unless the business of the Company is continued without dissolution in a manner permitted by accordance with the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (ia) the written consent of the Member, (iib) the retirementresignation, resignation expulsion, insolvency, bankruptcy or dissolution of the Member Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member such member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up up, upon the first to occur of the followingfollowing events: (i) The expiration of the written consent term of existence of the Company set forth in the Articles and this Agreement; The decision of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the ; Upon entry of a decree of judicial administrative dissolution under Section 18-802 1591 et. seq. of the Act. Upon the occurrence of any Event of Dissolution, a certificate of dissolution containing the information required by the Act shall be delivered to the Secretary of State for filing.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be ----------- wound up upon the first to occur of the following: following (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, insolvency, bankruptcy or dissolution of the Member Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirement, resignation dissolution or dissolution bankruptcy of the Member or the occurrence (c) an event of any other event which terminates the continued membership of the Member in the Company unless the business dissolution of the Company is continued in a manner permitted by under the Act, or (iii) . Upon the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany, the Company shall engage in no further business activities, but shall limit its activities to those necessary or advisable to wind up its business and to liquidate and distribute its assets.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent of the Member, or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first earliest to occur of any of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership decision of the Member in writing to dissolve the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiiii) the entry of a decree of judicial dissolution of the Company under Section § 18-802 of the Act, or (iii) at any time there are no members of the Company unless the Company is continued without dissolution in accordance with the Act.

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the MemberMembers, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent termination of the Member, (ii) the retirement, resignation or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.Act or

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberMembers and the Manager, (ii) the retirementdeath, resignation disability, bankruptcy or dissolution withdrawal of the last remaining Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of any of the followingfollowing events: (ia) the The written consent of the Member, (ii) the retirement, resignation or dissolution a Majority-in-Interest of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or Members; (iiib) the The entry of a decree of judicial dissolution under Section 18-802 the Act, or an administrative dissolution of the Company pursuant to the Act.; (c) The sale, exchange, or other disposition of all or substantially all the assets of the Company. The Company shall not be dissolved upon the occurrence of a Withdrawal Event with respect to any Member unless there is no remaining Member or Unit Holder. 12.2

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirementbankruptcy, resignation death, dissolution, expulsion, incapacity or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3, during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (i) the written consent of the MemberManager, (ii) the retirementdeath, resignation disability or dissolution bankruptcy or withdrawal of the last remaining Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or and (iii) the entry of a decree of judicial dissolution under Section 1829-802 1048 of the LLC Act.

Dissolution. (a) The Company shall dissolve, will dissolve and its affairs shall business will be wound up upon the first to occur of the following: (ia) the written consent of the Member, ; (iib) the retirement, resignation or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Company; or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (ia) the written consent of term stated in the Member, Certificate expires or (iib) upon the retirement, resignation or dissolution affirmative decision of the Member or to liquidate and/or dissolve the occurrence Company. During the period of any other event which terminates the continued membership winding up of the affairs of the Company, the rights and obligations of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Actthis Agreement shall continue.

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no Members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 the applicable provisions of the Act.