Common use of Dissolution of Company Clause in Contracts

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the determination of the Board of Managers to dissolve the Company in accordance with Section 8.2(b); or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided herein, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers or a liquidating agent appointed by the Board of Managers shall act as a liquidating agent (the Board of Managers or such liquidating agent, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of Managers.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the determination of the Board of Managers to dissolve the Company in accordance with Section 8.2(b); or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued; or (iii) the written consent of each Member. Except as expressly provided hereinherein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Manager or a any liquidating agent or committee appointed by the Board of Managers Manager upon reasonable arms length transaction terms shall act as a liquidating agent (the Board of Managers or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited reasonable discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersManager.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the determination of the Board of Managers Managing Member to dissolve the Company in accordance with Section 8.2(b)Company; or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided hereinherein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Managing Member or a liquidating agent or committee appointed by the Board of Managers Managing Member shall act as a liquidating agent (the Board of Managers Managing Member or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersManaging Member.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the ActDissolution Date; (ii) the determination death, insanity, retirement, removal, expulsion, withdrawal, resignation (except as the result of a transfer described in the Board second proviso of Managers to dissolve the Company in accordance with Section 8.2(b9.2(d)) or bankruptcy of any Member (an “Event of Withdrawal”); or provided, however, that in the event that a Member delivers a Offeror’s Notice then the Dissolution Date shall be extended, if necessary, until (iiix) the occurrence of any other event that would make it unlawful for tenth Business Day after the business of the Company to be continued. Except as expressly provided herein, the Members shall have no power to dissolve the Company. Dutch Auction Closing occurs or (by) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets fulfillment of the Company have been distributed Dutch Auction Closing becomes impossible, as the case may be, and provided for further that, upon the occurrence of an Event of Withdrawal, the remaining Member or Members may, by written consent of a Majority in Section 10.3. Notwithstanding Interest of the dissolution Members, elect to continue the business of the Company, prior to the termination application of the Companyliquidation provisions of this Article X, such action to be taken within 60 days after such Event of Withdrawal. In the case of a resignation described in Section 9.2(c), the business, assets and affairs written consent of each other Member to the admission of the Company Transferee as a Substituted Member shall continue to be governed by this Agreementalso constitute the written consent described in the previous sentence. (cb) In the event of the dissolution of the Company for any reason, the Board of Managers or a liquidating agent appointed by a Majority in Interest of the Board Members, or if a Majority in Interest of Managers shall act as a liquidating agent the Members cannot agree, appointed by the American Arbitration Association (the Board of Managers or such liquidating agent, in such capacity, is hereinafter referred to as the “Liquidator”) and ), shall commence to wind up the affairs of the Company and to liquidate the Company assetsAssets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 IV and 5. V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets Assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company Assets in connection with the liquidation and termination of the Company that the Board of Managers Members would have with respect to the assets and liabilities of the Company Assets during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assetsAssets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board Majority in Interest of Managersthe Members.

Dissolution of Company. (a) The On termination of the Term, Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating the Business Assets and satisfying the claims of its creditors and Member. On behalf of Company, as a Major Decision, the Board may appoint a liquidator (the “Liquidator”), which shall be dissolvedresponsible for overseeing the winding up of Company. The Business Assets shall be liquidated only to the extent determined to be appropriate by the Liquidator, wound up and terminated as provided herein upon the first to occur of proceeds thereof shall be applied and distributed by the followingLiquidator in the following order: (i) a decree to creditors of Company (including, if applicable, Member or its Affiliates), to the extent otherwise permitted by law, in satisfaction of liabilities of Company, including any unpaid Deferred Asset Management Fees (unless the Member LP Agreement was terminated for Cause (as defined therein)), the expenses of the winding-up, liquidation and dissolution of Company (whether by payment or the Court making of Chancery of the State of Delaware pursuant to Section 18-802 of the Actreasonable provision for payment thereof); (ii) the determination of provision for such reserves as the Board of Managers to dissolve the Company in accordance with Section 8.2(bdeems necessary or desirable (determined as a Major Decision); orand (iii) the occurrence remaining proceeds, if any, plus any remaining Business Assets of any other event that would make it unlawful for Company, shall be applied and distributed in accordance with Article 3. After such distribution, the business of the Company Liquidator shall execute, acknowledge and cause to be continued. Except as expressly provided hereinfiled articles of dissolution of Company under the Act, the Members at which time Company shall have no power to dissolve the Companybe terminated. (b) Dissolution Unless six (6) months prior to the fifth (5th) anniversary of the Effective Date, a majority of the Preferred Board Members agrees to postpone the winding up of Company, the Liquidator shall take all appropriate actions (including the actions specified in Section 9.4(a)) to arrange for the orderly termination of Company shall be effective and liquidation of the Business Assets as of the date on which fifth (5th) anniversary of the event occurs giving rise Effective Date, subject to the dissolution applicable restrictions and all Members shall be given prompt notice thereof limitations in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this AgreementSenior Credit Documents. (c) In Unless six (6) months prior to the event seventh (7th) anniversary of the dissolution Effective Date, a majority of the Company for any reasonPreferred Board Members agrees to postpone the winding up of Company, the Board Liquidator shall take all appropriate actions (including the actions specified in Section 9.4(a)) to arrange for the orderly termination of Managers or a liquidating agent appointed by the Board of Managers shall act as a liquidating agent (the Board of Managers or such liquidating agent, in such capacity, is hereinafter referred to as the “Liquidator”) Company and shall commence to wind up the affairs liquidation of the Company and to liquidate Business Assets as of the Company assets. The Members shall continue to share all incomeseventh (7th) anniversary of the Effective Date, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard subject to the activity applicable restrictions and condition of the relevant market and general financial and economic conditions. (d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (e) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests limitations in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersSenior Credit Documents.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of by the Court of Chancery district court of the State of Delaware Nevada pursuant to Section 18-802 Chapter 86.495 of the Act;; or (ii) the determination of a Majority-in-Interest of the Board of Managers Members to dissolve the Company in accordance with Section 8.2(b); or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continuedCompany. Except as expressly provided hereinherein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Directors, an officer of the Company designated by the Board of Directors or a liquidating agent or committee appointed by the Board of Managers Directors shall act as a liquidating agent (the Board of Managers Directors or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers Directors would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall may be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersDirectors.

Dissolution of Company. (a) The Company shall be dissolved, dissolved and its affairs wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution by a court requiring the winding up, dissolution or termination of the Court of Chancery of the State of Delaware Company pursuant to Section 18-802 of the ActDLLCA; (ii) the determination sale of all or substantially all of the Board assets of Managers to dissolve the Company in accordance with Section 8.2(band the expiration of the Company Group’s indemnification and other obligations related to such sale (as determined by the Managing Member); or; (iii) the occurrence approval of any other event that would make it unlawful for the business all of the Members to dissolve the Company; or (iv) at any time there are no Members of the Company, unless the Company to be continued. is continued in accordance with the DLLCA. (b) Except as expressly provided hereinherein or as otherwise required by the DLLCA, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Managing Member or a liquidating agent or committee appointed by the Board of Managers Managing Member shall act as a liquidating agent (the Board of Managers Managing Member or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5Article 6. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (d) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers Managing Member would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (e) Notwithstanding the foregoing, a Liquidator which that is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersManaging Member.

Dissolution of Company. (a) Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the determination of the Board of Managers to dissolve the Company in accordance with Section 8.2(b); or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided herein, continued to the Members shall have no power to dissolve the Companyextent that such event cannot be remedied or cured. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Linn Holdco II or a liquidating agent or committee appointed by the Board of Managers shall act as a liquidating agent (the Board of Managers Linn Holdco II or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles Article 4 and Article 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersBoard.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section section 18-802 of the Act; (ii) the determination of the Board of Managers Manager to dissolve the Company in accordance with Section 8.2(b)Company; or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided hereinherein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Manager or a liquidating agent or committee appointed by the Board of Managers Manager shall act as a liquidating agent (the Board of Managers Manager or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersManager.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the determination of all of the Board ▇▇▇▇▇▇▇▇ Directors and all of Managers the Lender Directors to dissolve the Company in accordance with Section 8.2(b)Company; or (iiiii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided hereinherein or as otherwise required by Nevada law, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers or a liquidating agent or committee appointed by the Board of Managers shall act as a liquidating agent (the Board of Managers or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) ), and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company Property in connection with the liquidation and termination of the Company that the Board of Managers would have with respect to the assets and liabilities of the property Company Property during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assetsProperty. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of Managers.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the determination of the Board of Managers Managing Member to dissolve the Company in accordance with Section 8.2(b)Company; or (iiiii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided hereinherein or as otherwise required by Nevada law, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Managing Member or a liquidating agent or committee appointed by the Board of Managers Managing Member shall act as a liquidating agent (the Board of Managers Managing Member or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) ), and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company Property in connection with the liquidation and termination of the Company that the Board of Managers Managing Member would have with respect to the assets and liabilities of the property Company Property during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assetsProperty. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersManaging Member.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur occurrence of earliest of the followingfollowing events: (i) a decree the written consent of dissolution of all Members to dissolve the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the ActCompany; (ii) the determination entry of a decree of judicial dissolution under Section 10.50.405 of the Board of Managers to dissolve the Company in accordance with Section 8.2(b); or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued. Except as expressly provided herein, the Members shall have no power to dissolve the CompanyAct. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Manager, or if the Manager has been removed by the Members pursuant to Section 8.7, then a liquidating agent or committee appointed by Members holding 50% or more of the Board of Managers shall act as a liquidating agent Capital Account balances (the Board of Managers Manager or such liquidating agent, in such capacity, is Person or committee so designated hereinafter referred to as the “Liquidator”) and ), shall commence begin to wind up the affairs of the Company Company­ and to liquidate the Company Company’s assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 IV and 5. V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company assets property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including Articles of Dissolution) necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member the Manager shall not be deemed a Member in or a successor manager of this Company and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its the Liquidator’s services to the Company at normal, customary and competitive rates for its the Liquidator’s services to the Company, Company as reasonably determined by all of the Board of ManagersMembers.

Dissolution of Company. (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the determination of the Board of Managers to dissolve the Company in accordance with Section 8.2(b); or (iii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued; or (iii) the written consent of each Member. Except as expressly provided hereinherein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Article 11, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 10.3. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement. (c) In the event of the dissolution of the Company for any reason, the Board of Managers Manager or a any liquidating agent or committee appointed by the Board of Managers Manager upon reasonable arms length transaction terms shall act as a liquidating agent (the Board of Managers or such liquidating agentagent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets, including its interests in the Project Company. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have full right and unlimited reasonable discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (dc) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Board of Managers Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (ed) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Board of ManagersManager.