Common use of Final Liquidation Clause in Contracts

Final Liquidation. (a) Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Managing Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of any Member, his legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in-kind to its Members, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 6.2(b) below. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs. (b) Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available: (i) First, to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company (other than liabilities for distributions to Members); (ii) Second, to the Preferred Members to pay all due but unpaid Preferred Returns, in accordance with Section 3.1(c); and (iii) Thereafter, to the Members pursuant to Section 5.2(b)(ii). (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation. (d) Upon the dissolution and completion of the winding up of the Company, the Board shall file the Certificate of Cancellation with the Delaware Secretary of State in accordance with the Act.