Common use of Manager’s Responsibility Clause in Contracts

Manager’s Responsibility. Upon dissolution, each Member shall look solely to the assets of the Company for the return of his Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of each member, such Member shall have no recourse against a manager or any other Member. The winding up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Managers, who are hereby authorized to take all actions necessary to accomplish such distribution, including, without limitation, selling any Company assets the managers deem necessary or appropriate to sell. In the event of removal or resignation of all Managers and the failure to appoint a new Manager, the winding up of the affairs of the Company and the distribution of its assets shall be conducted by such persons or entities as may be selected by a vote of Members holding a majority of the Member's Interests in the Company's capital, which persons are authorized to do any and all acts and things authorized by law for these purposes.

Manager’s Responsibility. Upon dissolution, each Member shall look solely to the assets of the Company for the return of his its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of each memberMember, such Member shall have no recourse against a manager the Manager or any other MemberMember under this Agreement. The winding up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the ManagersManager, who are is hereby authorized to take all actions necessary to accomplish such distribution, including, without limitation, selling any Company assets the managers deem Manager deems necessary or appropriate to sell. In the event of removal or resignation of all Managers the Manager and the failure to appoint a new Manager, the winding up of the affairs of the Company and the distribution of its assets shall be conducted by such persons or entities Persons as may be selected by a pursuant to the affirmative vote of Members holding a majority of the Member's Interests in the Company's capitalVoting Units, which persons Persons are authorized to do any and all acts and things authorized by law for these purposes.