Common use of Dissolution Procedures Clause in Contracts

Dissolution Procedures. (a) On dissolution of the Company, the Managers, or, if none, the remaining Members, or, if none, a liquidator selected by the assignees owning more than 50% of the outstanding Member Units, shall immediately commence to wind up the Company's affairs. The holders of the Member Units shall continue to share profits and losses during the period of liquidation in accordance with Article 5 hereof (b) All distributions shall be made to the Members based upon the allocation of the profit and loss then in effect as provided by paragraph 5.7. (c) Following the distribution of the assets to the Members and payment of or provision for all debts and liabilities of the Company and all expenses of liquidation, and subject to the right of the Members (or such liquidator) to set up such cash reserves as they decide shall be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds (or other remaining assets) of the Company shall be distributed, in cash or in kind or partly in each, to the Members as provided in Article 5. (d) Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and its capital contribution thereto and share of profits or losses thereof, and shall have no recourse therefor (upon dissolution or otherwise) against any Manager or any other Member. (e) Upon the completion of the liquidation of the Company and the distribution of all Company funds and other assets, the Company shall terminate and the Members shall have the authority to obtain Articles of Dissolution of the Company as well as any and all other documents required to effectuate the dissolution and termination of the Company.

Dissolution Procedures. (a) On dissolution of the Company, the Managers, or, if none, the remaining Members, or, if none, a liquidator selected by the assignees owning more than 50% of the outstanding Member Units, shall immediately commence to wind up the Company's affairs. The holders of the Member Units shall continue to share profits and losses during the period of liquidation in accordance with Article 5 hereof. (b) All distributions shall be made to the Members based upon the allocation of the profit and loss then in effect as provided by paragraph 5.7. (c) Following the distribution of the assets to the Members and payment of or provision for all debts and liabilities of the Company and all expenses of liquidation, and subject to the right of the Members (or such liquidator) to set up such cash reserves as they decide shall be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds (or other remaining assets) of the Company shall be distributed, in cash or in kind or partly in each, to the Members as provided in Article 5. (d) Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and its capital contribution thereto and share of profits or losses thereof, and shall have no recourse therefor (upon dissolution or otherwise) against any Manager or any other Member. (e) Upon the completion of the liquidation of the Company and the distribution of all Company funds and other assets, the Company shall terminate and the Members shall have the authority to obtain Articles of Dissolution of the Company as well as any and all other documents required to effectuate the dissolution and termination of the Company.

Dissolution Procedures. (a) On dissolution of the Company, the Board of Managers, or, if none, the remaining Members, or, if none, a liquidator selected by the assignees owning more than 50% of the outstanding Member Units, shall immediately commence to wind up the Company's affairs. The holders of the Member Units shall continue to share profits and losses during the period of liquidation in accordance with Article 5 6 hereof. (b) All distributions shall be made to the Members based upon the allocation of the profit and loss then in effect as provided by paragraph 5.7. (c) Following the distribution of the assets to the Members and payment of or provision for all debts and liabilities of the Company and all expenses of liquidation, and subject to the right of the Board of Managers or the Members (or such the liquidator) , as the case may be, to set up such cash reserves as they decide shall be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds (or other remaining assets) of the Company shall be distributed, in cash or in kind or partly in each, to the Members as provided in Article 55 hereof. (dc) Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and its capital contribution Capital Contribution thereto and share of profits or losses thereof, and shall have no recourse therefor (upon dissolution or otherwise) against any Manager or any other Member. (ed) Upon the completion of the liquidation of the Company and the distribution of all Company funds and other assets, the Company shall terminate and the Board of Managers, or, if none, the Members shall have the authority to obtain Articles file a Certificate of Dissolution Cancellation with the Delaware Secretary of the Company State as well as any and all other documents required to effectuate the dissolution and termination of the Company.