Common use of Winding Up of the Company Clause in Contracts

Winding Up of the Company. Upon dissolution of the Company pursuant to Section 11.2 hereof, such person as is designated by a Majority in Interest of the Members not subject to the Continuation Event (such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including payment of every Member Loan with interest thereon, after which the Liquidator shall distribute the remaining assets of the Company to the Members in accordance with Sections 5.1 and 5.2, as applicable, after giving effect to all contributions, distributions and allocations for all periods, by the end of the Fiscal Year in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolution. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other reasonable means of all assets so distributed in kind.

Winding Up of the Company. Upon dissolution of If the Company pursuant is to Section 11.2 hereofbe dissolved in accordance with Paragraphs 9.2 or 9.3 of this Article IX, such person as is designated by a Majority in Interest of then the Members not subject to or other Persons selected by the Continuation Event Members (such person being herein referred to as the “Liquidator”), ) shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any liquidation of the Company shall be distributed in the following order of priority (to the extent that such order of priority is consistent with the laws of the State of New York): first, to the payment of every Member Loan with interest thereonthe debts and liabilities of the Company and the expenses of dissolution and liquidation; then, after to the establishment of any reserves which the Liquidator shall distribute deem reasonably necessary for payment of such other debts and liabilities of the remaining Company (contingent or otherwise), as are specified by the Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any of the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets of the Company to the Members in accordance with Sections 5.1 have been sold and/ or distributed and 5.2, as applicable, after giving effect to all contributions, distributions and allocations for all periods, by the end affairs of the Fiscal Year in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolution. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other reasonable means of all assets so distributed in kindCompany have been wound up.

Winding Up of the Company. Upon dissolution of If the Company pursuant is to Section 11.2 hereofbe dissolved in accordance with Paragraphs 1 or 3 of this Article VIII, such person as is designated by a Majority in Interest of then the Members not subject to or other Persons selected by the Continuation Event Members (such person being herein referred to as the “Liquidator”), ) shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any liquidation of the Company shall be distributed in the following order of priority (to the extent that such order of priority is consistent with the laws of the State of New York): first, to the payment of every Member Loan with interest thereonthe debts and liabilities of the Company and the expenses of dissolution and liquidation; then, after to the establishment of any reserves which the Liquidator shall distribute deem reasonably necessary for payment of such other debts and liabilities of the remaining Company (contingent or otherwise), as are specified by the Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any of the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets of the Company to the Members in accordance with Sections 5.1 have been sold and/ or distributed and 5.2, as applicable, after giving effect to all contributions, distributions and allocations for all periods, by the end affairs of the Fiscal Year in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolution. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other reasonable means of all assets so distributed in kindCompany have been wound up.

Winding Up of the Company. Upon dissolution of the Company pursuant to Section 11.2 10.1 hereof, the Chief Manager, or if there is no Chief Manager, such person as is designated by a Majority in Interest of the Members not subject to (the Continuation Event (Chief Manager or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator Liquidator, if other than the Chief Manager, shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members Chief Manager under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including payment of every Member Loan with interest thereon, after which the Liquidator shall distribute the remaining assets of the Company to the Members in accordance with Sections 5.1 and 5.2, as applicable, after giving effect to all contributions, distributions and allocations for all periods, by the end order of the Fiscal Year priority described in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolutionSection 7.3 hereof. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other any reasonable means of all assets so distributed in kind.