Common use of Winding up Affairs and Distribution of Assets Clause in Contracts

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to the Member in accordance with Section 11 hereof; or (2) distributing the Company assets to the Member in kind in accordance with Section 11 hereof (after adequate provision for all liabilities and expenses shall have been made). If the Company shall employ method (1) as set forth in this Section 15 above in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to the debts and liabilities of the Company to third parties, if any, in the order of priority provided by law; (iii) third, a reasonable reserve shall be set up to provide for any contingent or unforeseen liabilities or obligations of the Company to third parties (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member) and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein; (iv) fourth, to debts of the Company to the Members; and (v) fifth, to the Members in accordance with Section 11. In connection with the liquidation of the Company, the Member shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of the Member. Any bid made by the Member for all or any portion of the assets shall be made, if at all, within thirty (30) days after the Liquidating Member shall have requested such bids.

Winding up Affairs and Distribution of Assets. (a) Upon If an event occurs that results in a winding up dissolution of the Company, then the Member shall be the liquidating Member (the “Liquidating Member”) and Board shall proceed as promptly as practicable to wind up the affairs of the Company, liquidate Company and distribute the remaining property and assets thereof or appoint one or more liquidators to do so; provided that the assets of the Company shall be liquidated in an orderly and wind-businesslike manner so as not to obtain less than fair value therefor. The appointment of any one or more liquidators may be revoked, or a successor or additional liquidator or liquidators may be appointed, by the Board. A final accounting shall be made by the Board or by a liquidator or liquidators so appointed, and the accountants of the Company shall review the final accounting 12 <PAGE> 13 and shall render their opinion with respect thereto. As part of the winding up and terminate of the business affairs of the Company. , the following steps shall be taken in the following order: (a) The Liquidating Member assets of the Company shall cause a full accounting either be sold or, with the consent of the Members, some or all of the assets and liabilities of the Company to may be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible retained by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) for distribution to the Member in accordance with Section 11 hereofMembers as hereinafter provided; or (2b) distributing the Company The assets to the Member in kind in accordance with Section 11 hereof (after adequate provision for all liabilities and expenses shall have been made). If of the Company shall employ method (1) be distributed as set forth in this Section 15 above in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied in the following order of priorityfollows: (i) firstFirst, to creditors of the Company, including any Members that are creditors, to the expenses extent otherwise permitted by law, in satisfaction of such liquidationdebts, liabilities and obligations of the Company (whether by payment or establishment of reserves) other than liabilities for distributions to the Members under Section 18-601 or 18-604 of the Act; (ii) second, to the debts and liabilities of the Company to third parties, if any, in the order of priority provided by law; (iii) third, a reasonable reserve shall be set up to provide for any contingent or unforeseen liabilities or obligations of the Company to third parties (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member) and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein; (iv) fourth, to debts of the Company to the Members; and (v) fifthSecond, to the Members in accordance with satisfaction (whether by payment or establishment of reserves) of liabilities of the Company under Section 1118-601 or 18-604 of the Act; and (iii) Third, to the Members in proportion to their positive Capital Account balances. In connection with the liquidation (c) The Certificate shall be canceled upon dissolution and completion of winding up of the Company, as provided in the Member shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of the MemberAct. Any bid made by the Member for all or any portion of the assets shall be made, if at all, within thirty (30) days after the Liquidating Member shall have requested such bidsARTICLE X MISCELLANEOUS 10.01.

Winding up Affairs and Distribution of Assets. (a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member manager (the “Liquidating MemberManager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up wind‑up and terminate the business of the Company. The Liquidating Member Manager shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to the Member Members in accordance with Section 11 hereof; or (2) distributing the Company assets to the Member Members in kind in accordance with Section 11 hereof (after adequate provision for all liabilities and expenses shall have been made). If the Company shall employ method (1) as set forth in this Section 15 section above in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to the debts and liabilities of the Company to third parties, if any, in the order of priority provided by law; (iii) third, a reasonable reserve shall be set up to provide for any contingent or unforeseen liabilities or obligations of the Company to third parties (to be held and disbursed, at the discretion of the Liquidating MemberManager, by an escrow agent selected by the Liquidating MemberManager) and at the expiration of such period as the Liquidating Member Manager may deem advisable, the balance remaining in such reserve shall be distributed as provided hereinin Section 11; (iv) fourth, to debts of the Company to the Members; and (v) fifth, to the Members in accordance with Section 11. In connection with the liquidation of the Company, the Member Members severally, jointly, or in any combination upon which they may agree, shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of a single Member, the MemberMembers jointly, or a combination of Members. Any bid made by the a Member or Members for all or any portion of the assets shall be made, if at all, within thirty (30) days after the Liquidating Manager or any other Member shall have requested such bids. A copy of each bid shall be delivered by the Liquidating Manager to each Member. Unless otherwise agreed by all Members, no Member shall be entitled to raise its bid after submission thereof, whether in response to a bid received by the Company from any other Member or third party, or otherwise.

Winding up Affairs and Distribution of Assets. (a) Upon a winding up dissolution of the CompanyCompany (except dissolution pursuant to Section 8.01(c)), the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods, at the election of the Managing Member: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to the Member Members according to the priorities set forth in accordance with Section 11 hereofArticle VI; or (2) distributing the Company assets to the Member Members in kind according to the priorities set forth in accordance Article VI, with Section 11 hereof each Member accepting an undivided interest in the Company assets (subject to their liabilities), provided, however, in the event the Managing Member elects to liquidate the Company pursuant to this clause (2), the Managing Member shall provide to the Non-managing Members a written report of the Managing Member’s calculation of the fair market value of the assets to be distributed. If the Non-managing Members do not object in writing to the Managing Member within ten (10) business days after adequate provision receipt by the Non-managing Members of such report, the Managing Member’s calculation of fair market value shall be conclusive and binding for all liabilities and expenses shall have been madethe purposes of this clause (2). If the Company shall employ method Non-managing Members object in writing to the Managing Member within ten (110) as set forth in this Section 15 above in whole or part as a means of liquidation, then business days after receipt by the proceeds Non-managing Members of such liquidation shall be applied in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to the debts and liabilities of the Company to third parties, if any, in the order of priority provided by law; (iii) thirdreport, a reasonable reserve shall be set up to provide for determination of any contingent or unforeseen liabilities or obligations disputed calculations of the Company to third parties (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member) and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein; (iv) fourth, to debts of the Company to the Members; and (v) fifth, to the Members in accordance with Section 11. In connection with the liquidation of the Company, the Member shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of the Member. Any bid made by the Member for all or any portion fair market value of the assets shall be mademade by the Dispute Resolution Firm, if at allwith the costs of such determination to be shared on a fifty-fifty basis as between the Managing Member, within thirty (30) days after on the Liquidating Member shall have requested such bidsone hand, and the Non-Managing Members collectively, on the other hand.