Common use of SINGLE-MEMBER Clause in Contracts

SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (i) at a time, or upon the occurrence of an event specified in the Articles of Organization or this Agreement; (ii) the determination by the Member that the Company shall be dissolved. Upon the death of the Member, the Company shall be dissolved. By separate written documentation, the Member shall designate and appoint the individual who will wind down the Company’s business and transfer or distribute the Member's Interests and Capital Account as designated by the Member or as may otherwise be required by law. Upon the disability of the Member, the Member may continue to act as Manager hereunder or appoint a person to so serve until the Member's Interests and Capital Account of the Member have been transferred or distributed. Multi-Member (Applies ONLY if Multi-Member): The Company shall terminate upon the occurrence of any of the following: (i) the election by the Members to dissolve the Company made by the unanimous vote or consent of the Members; (ii) the occurrence of a Withdrawal Event with respect to a Member and the failure of the remaining Members to elect to continue the business of the Company as provided for in this Agreement above; or (iii) any other event which pursuant to this Agreement, as the same may hereafter be amended, shall cause a termination of the Company. The liquidation of the Company shall be conducted and supervised by a person designated for such purposes by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Members a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority: (a) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Members; (b) to the payment of debts and liabilities to Members; (c) to the setting up of any reserves which the Liquidating Agent may deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of two years for the purpose of payment of any liabilities and obligations, at the expiration of which period the balance of such reserves shall be distributed as provided in this Agreement; (d) to the Members in proportion to their respective capital accounts until each Member has received cash distributions equal to any positive balance in their capital account, in accordance with the rules and requirements of Treas. Reg. Section 1.704-1(b)(2)(ii)(b); and (e) to the Members in proportion to the Members’ Percentage Interests. The liquidation shall be complete within the period required by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). Upon compliance with the distribution plan, the Members shall no longer be Members, and the Company shall execute, acknowledge, and cause to be filed any documents or instruments as may be necessary or appropriate to evidence the dissolution and termination of the Company pursuant to the Statutes.

SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company shall dissolve dissolve, and its business and affairs shall be wound up conclude on the first to occur of the following: take place (i1) at a time, or upon the occurrence of an event stated and specified in the Articles of Organization or in this Agreement; Agreement (ii2) the determination by resoluteness of the Member that entire Members to dissolve the Company. The Company shall be dissolved. Upon dissolved upon the death of the Member, the Company shall be dissolved. By separate written documentationdocument, the Member shall designate and appoint the an individual who will wind down take account and finish up the Company’s business and transfer or distribute of the Member's ’s Interests and Capital Account as designated classified by the Member or as may otherwise be required specified by the law. Upon the disability of the such a Member, the Member may continue either persist in being the Manager or appointing someone to act as Manager hereunder or appoint a person to so serve until serve, transfer, and distribute the Member's Interests ’s Interest and Capital Account Account. MULTI-MEMBER Dissolution of the Member have been transferred or distributed. Multi-Member (Applies ONLY if Multi-Member): The Company shall terminate upon the occurrence of occur at any of the followingfollowing instances: (i1) the election by unanimous decision of the Members to dissolve the Company made by the unanimous vote or consent of the MembersCompany; (ii2) the occurrence of a Withdrawal Event with respect to a Member and the failure of the remaining Members to elect decide whether to continue the business affairs of the Company as provided for in this Agreement aboveor not; or (iii3) any other event which pursuant that shall cause termination of the Company pertaining to this Agreement, as the same may hereafter be amended, shall cause a termination of the Company. The liquidation of the Company shall be conducted designate a Liquidating Agent to conduct and supervised by a person designated for such purposes by supervise the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests (the “Liquidating Agent”)liquidation process. The Liquidating Agent hereby is an authorized and empowered to execute any and all documents and person who functions to take any all the necessary steps and all actions necessary or desirable to effectuate decisions in ensuring the Company’s dissolution and liquidation of the Company to take effect in accordance line with this Agreement. Promptly after The Liquidating Agent shall liquidate the Company assets aptly as possible, but with less to no undue sacrifice of data. After the termination of the Company, the Liquidating Agent shall cause to be prepared prepare and furnished present to the Members a statement setting forth containing all essential information about the assets and liabilities of the Company as of until the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority: (a1) to the payment of the all liquidation expenses of liquidation and the all Company debts and liabilities, aside from debts and liabilities of the Company, other than debts and liabilities to Members; (b2) to the payment of debts and liabilities to Members; (c3) to the setting up of any reserves which set by the Liquidating Agent in which the agent may deem necessary or desirable crucial for any contingent or unforeseen possible liabilities or obligations of the Company, which such reserves shall be paid over to a licensed attorney to hold in security or escrow for a period of two years for the purpose of payment of any liabilities and obligationsNUMBER OF YEARS, at the expiration of the period in which period the balance of such reserves shall be distributed as provided in this Agreementprovided; (d4) to the Members in proportion proportionate to their respective capital accounts until each Member has received including the cash distributions equal equivalent to any positive balance in their capital account, in accordance with accounts based on the rules and requirements of stated in the Treas. Reg. Section 1.704-1(b)(2)(ii)(b1 (b)(2)(ii)(b); and (e5) to the Members in proportion to the Members’ Percentage Interests. The liquidation shall be complete finished within the period required by Treas. Reg. Section 1.704-1(b)(2)(ii)(b1 (b)(2)(ii)(b). Upon compliance with the distribution plan, the Members shall be no longer be Members, and the operative. The Company shall execute, acknowledge, and cause to be filed then acknowledge any documents or instruments as may be necessary or and appropriate to shreds of evidence about the dissolution and the termination of the Company pursuant to under the StatutesStatues.