Common use of Dissolution and Winding Up Clause in Contracts

Dissolution and Winding Up. 9.1. The Company will be dissolved on the first to occur of the following events: (a) The written agreement of a Majority of Members to dissolve the Company; (b) The sale or other disposition of substantially all of the Company’s assets; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. On the dissolution of the Company, the Company will engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will be distributed or applied in the following order: (a) To pay the expenses of liquidation; (b) To the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those loans in full, each Member will be repaid in the ratio that the Member’s loan, together with accrued and unpaid interest, bears to the total of all loans from Members, including all accrued and unpaid interest. Repayment will first be credited to unpaid principal and the remainder will be credited to accrued and unpaid interest; and (d) Among the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16. 9.3. Each Member will look solely to the assets of the Company for the return of the member’s investment, and if Company property remaining after the payment or discharge of the Company’s debts and liabilities is insufficient to return the investment of each Member, the Member will have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on the first to occur of the following events: (a) The written agreement expiration of a Majority the term of Members existence of the Company if any. (b) The determination by the Manager to dissolve the Company;. (bc) The sale or other disposition of substantially all of the Company’s Company assets;. (cd) Entry of a decree of judicial dissolution under Corp C §17351pursuant to California Corporations Code section 17707.03. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, Members who have not wrongfully dissolved the Members, will Company shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give written Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company including without limitation the First Indebtedness, and any other Additional Loan (except debts owing to Members), Members and Contribution Loans) the remaining assets of the Company will shall be distributed or applied in the following orderorder of priority: (a) To pay the expenses of liquidation;. (b) To repay the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2; (c) To repay Contribution Loans and any other outstanding loans to from Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s respective loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid intereston those loans. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will be credited to accrued and unpaid interest; andinterest due and the remainder shall be credited to principal. (dc) Among the Members in accordance with Positive Capital Account Balances as provided in the provisions of Article IV, Section 4.16. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investmentinvestment (whether that investment consists of loans to the Company or one or more Capital Contributions or a combination of the two), and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each any Member, the such Member will shall have no recourse against the Manager or any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement bankruptcy, withdrawal, or dissolution of a Member, provided, however, that the remaining Members may by the Vote of a Majority of Members within 90 days of the happening of that event Vote to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining Members fail to so Vote, the remaining Members shall wind up the Company. For purposes of this Paragraph (a), in determining a Majority of Members, the Percentage Interest of the Member who has died, become incapacitated, withdrawn, or who has become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of all Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s 's assets;. (ce) Entry of a decree of judicial dissolution under Corp C §section 17351. 9.2. On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Managers who have not wrongfully dissolved the Company or, if there is no such Manager, the Members, will shall wind up the affairs of the Company. The Manager or Members Delegates winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by the Delegate for contingent liabilities or obligations of the Company. On Upon the Delegate's determination that such reserves are no longer necessary, they will said reserves shall be distributed as provided in this Section 9.2;. - (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s 's loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16. 9.3. Each Member will shall look solely to the assets of the Company for the return of the member’s Member's investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement of a Majority of all Members to dissolve the Company;. (b) The sale or other disposition of substantially all of the Company’s assets;. (c) Entry of a decree of judicial dissolution under Corp C §17351dissolution. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will Managing Member shall wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will Managing Member shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by the Managing Member for contingent liabilities or obligations of the Company. On Upon the Managing Member’s determination that such reserves are no longer necessary, they will said reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members with Positive Capital Account Balances in the same manner as Profits as provided in Article IV, Section 4.16. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investmentCapital Contribution, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement. Notwithstanding the foregoing, any Member who has advanced funds for a defaulting Member pursuant to Section 3.3 and has elected the Loan Option shall have the right, in addition to the recoupment of such loan from the defaulting Member’s distributions, to enforce the personal obligation of the defaulting Member with respect thereto.

Dissolution and Winding Up. 9.1. 8.1 The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement of a Majority of Members the Member to dissolve the Company; (b) The withdrawal from the Company of the Member; (c) The sale or other disposition of substantially all of the Company’s assets;; or (cd) Entry of a decree of judicial dissolution under Corp C California Corporations Code §17351. 9.2. 8.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will Member shall wind up the affairs of the Company. The Manager or Members Member, in winding up the affairs of the Company will Company, shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Membersthe Member), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To First, to pay the expenses of liquidation;. (b) To Next, to the establishment of reasonable reserves Reserves for contingent liabilities or obligations of the Company. On Upon the Member’s determination that reserves such Reserves are no longer necessary, they will said Reserves shall be distributed as provided in this Section 9.2;Section. (c) To Next, to repay any outstanding loans to Members. If there are insufficient funds to pay those loans in full, each Member will be repaid in the ratio that the Member’s loan, together with accrued and unpaid interest, bears to the total of all loans from Members, including all accrued and unpaid interest. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among Next, to the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16Member. 9.3. Each 8.3 The Member will shall look solely to the assets of the Company for the return of the memberMember’s investmentCapital Contribution, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment Capital Contribution of each the Member, the Member will shall have no recourse against any other Members Person for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on the first to occur of the following events: (a) The occurrence of a Repurchase Event, a Triggering Event or a Forfeiture Event involving one of the Members; provided, however, that the Majority of the Members so remaining may within ninety (90) days of the happening of that event Vote to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining the Members fail to so Vote, the remaining Members shall wind up the Company. For purposes of this subparagraph (a), in determining a Majority of the Members, the Percentage Interest of any Member who has died, become incapacitated, become permanently disabled, Withdrawn or become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of a Majority of the Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s assets;. (ce) Entry of a decree of judicial dissolution under Corp C §Corporations Code Section 17351. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Members who have not wrongfully dissolved the Company or, if there is no Managersuch Members, the Members, will shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by a Majority of the Members so remaining for contingent liabilities or obligations of the Company. On Upon a Majority of the determination Members so remaining determining that such reserves are no longer necessary, they will such reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to from Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members in accordance with Positive Capital Account Balances as provided in Article IV, the provisions of Section 4.164.7. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. The Company will be dissolved on the first to occur of the following events: (a) The written agreement of a Majority of Members to dissolve the Company; (b) The sale or other disposition of substantially all of the Company’s assets; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. On Upon the dissolution of the Company, the Company will engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be liquidated or distributed under the direction of and to the extent determined by the Board and the business of the Company shall be wound up. Within a reasonable time after the effective date of dissolution of the Company, the Company's assets shall be distributed or applied in the following manner and order: : First, to creditors in satisfaction of indebtedness (a) To pay other than any loans or advances that may have been made by any of the Members to the Company), whether by payment or the making of reasonable provision for payment, and the expenses of liquidation; (b) To , whether by payment or the making of reasonable provision for payment, including the establishment of reasonable reserves (which may be funded by a liquidating trust) determined by the Board or the liquidating trustee, as the case may be, to be reasonably necessary for contingent liabilities or obligations the payment of the Company. On 's expenses, liabilities and other obligations (whether fixed, conditional, unmatured or contingent); Second, to the determination payment of loans or advances that reserves are may have been made by any of the Members to the Company and amounts owed in respect of outstanding Special Membership Interests pursuant to Section 10.8; and Third, to the Members in accordance with Section 10.2, taking into account any amounts previously distributed under Section 10.2, provided that no longer necessary, they will payment or distribution in any of the foregoing categories shall be distributed as provided made until all payments in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those loans each prior category shall have been made in full, each Member will and provided, further, that if the payments due to be repaid made in any of the foregoing categories exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them. To the extent that the balances in the ratio that Capital Accounts, after adjusting the Member’s loanCapital Accounts for all allocations of Profits and Losses and all special book allocations and all distributions other than liquidating distributions under this Section 14.2, together with accrued and unpaid interestdo not equal the amounts to be distributed hereunder, bears then, any provision in this Agreement to the total of all loans from Memberscontrary notwithstanding, including all accrued and unpaid interest. Repayment will first the Company shall allocate gross income or gross deductions for its last Fiscal Year to the extent necessary in order that such Capital Accounts equal the distributions to be credited made to unpaid principal and the remainder will be credited to accrued and unpaid interest; and (d) Among the Members with Positive Capital Account Balances as provided in Article IV, pursuant to this Section 4.16. 9.3. Each Member will look solely 14.2; and to the assets of the Company extent such gross income or gross deductions are not sufficient, shall allocate gross income and gross deductions for the return of next preceding Fiscal Year to the member’s investmentextent necessary in order that such Capital Accounts equal such distributions; and to the extent such gross income or gross deductions are not sufficient, shall allocate gross income or gross deductions for the second preceding Fiscal Year, and if so forth, with respect to all Company property remaining after taxable years for which an amended return can be timely filed, to the payment or discharge of extent necessary to cause such Capital Accounts to equal the Company’s debts and liabilities is insufficient amounts to return the investment of each Member, the Member will have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreementbe distributed hereunder.

Dissolution and Winding Up. 9.1. The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement of a all Majority of Members to dissolve the Company;. (b) The sale or other disposition of substantially all of the Company’s assets;. (c) Entry of a decree of judicial dissolution under Corp C §Corporations Code section 17351. 9.2. On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Managers who have not wrongfully dissolved the Company or, if there is no such Manager, the Members, will shall wind up the affairs of the Company. The Manager or Members Delegates winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by the Delegate for contingent liabilities or obligations of the Company. On Upon the Delegate’s determination that such reserves are no longer necessary, they will said reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16Balances. 9.3. Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement, and as specifically provided in Section 9.4. 9.4. To the extent that any Member’s Capital Account is negative, upon dissolution or termination of the Membership, for any reason, then that Member shall be required to replenish the Capital account on or before the dissolution or termination event. Additionally, no Member’s distribution or profit allocatin shall be paid if that Member’s Capital Account remains at a deficit. The Member shall be required to replenish his or her account so that there is no deficit remaining prior to any such distribution of profits.

Dissolution and Winding Up. 9.1. The Company will shall be dissolved on the first to occur of the following events: (a) The written agreement death, incapacity, or withdrawal of a Member; or the bankruptcy or corporate dissolution of a Member; provided, however, that the remaining Members may, by the Vote of a Majority of Members within 90 days of the happening of that event, Vote to continue the Company, in which case the Company shall not dissolve. If the remaining Members fail to so Vote, the remaining Members shall wind up the Company. For purposes of this Paragraph (a), in determining a Majority of Members, the Percentage Interest of the Member who has died, become incapacitated, withdrawn, or who has become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of all Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s Company assets;. (ce) Entry of a decree of judicial dissolution under Corp C §17351pursuant to California Corporations Code section 27351. 9.2. On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, Members who have not wrongfully dissolved the Members, will Company shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give written Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), ) the remaining assets of the Company will shall be distributed or applied in the following orderorder of priority: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s 's respective loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid intereston those loans. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (dc) Among the Members in accordance with Positive Capital Account Balances as provided in the provisions of Article IV, Section 4.164.7. 9.3. Each Member will shall look solely to the assets of the Company for the return of the member’s Member's investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each any Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on the first to occur of the following events: (a) The occurrence of a Repurchase Event, a Triggering Event or a Forfeiture Event involving one of the Members; provided, however, that the remaining Members may by a majority Vote within ninety (90) days of the happening of that event elect to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining Members fail to so elect, the remaining Members shall wind up the Company. For purposes of this subparagraph (a), in determining a Majority of the Members, the Percentage Interest of any Member who has died, become incapacitated, become permanently disabled, Withdrawn or become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of a Majority of the Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s assets;. (ce) Entry of a decree of judicial dissolution under Corp C §Corporations Code Section 17351. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Members who have not wrongfully dissolved the Company or, if there is no Managersuch Members, the Members, will shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by a Majority of the Members for contingent liabilities or obligations of the Company. On Upon a Majority of the Members determination that such reserves are no longer necessary, they will such reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to from Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members in accordance with Positive Capital Account Balances as provided in Article IV, the provisions of Section 4.164.7. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on the first to occur of the following events: (a) The occurrence of a Repurchase Event, a Triggering Event or a Forfeiture Event involving one of the Members; provided, however, that the remaining Members may by a majority Vote within ninety (90) days of the happening of that event elect to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining Members fail to so elect, the remaining Members shall wind up the Company. For purposes of this subparagraph (a), in determining a Majority of the Members, the Percentage Interest of any Member who has died, become incapacitated, become permanently disabled, Withdrawn or become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of a Majority of the Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s assets;. (ce) Entry of a decree of judicial dissolution under Corp C §Corporations Code Section 17351. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Members who have not wrongfully dissolved the Company or, if there is no Managersuch Members, the Members, will shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by a Majority of the Members for contingent liabilities or obligations of the Company. On Upon a Majority of the Members determination that such reserves are no longer necessary, they will such reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to from Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members in accordance with Positive Capital Account Balances as provided in Article IV, the provisions of Section 4.164.7. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement. ARTICLE X - NONCOMPETITION AND CONFIDENTIALITY 10.1 Each Member hereby acknowledges that at all times while he is a Member he will receive, except have access to and learn of certain confidential and proprietary information and trade secrets concerning the Company, the Company’s business, the Company’s employees (each individually an “Employee of Company” and collectively the “Employees of Company”) and the Company’s suppliers, vendors, consultants, clients and customers, both existing and prospects (each individually a “Client of the Company” and collectively the “Clients of the Company”), which confidential and proprietary information may be appear in any formats or medium, whether now existing or hereafter developed. Such confidential and proprietary information shall hereinafter be referred to as specifically provided “Confidential Information.” For purposes of this Article X, the term “prospects” shall mean individuals and business entities with whom the Company has had contact (but not retained by) for the purpose of developing a business relationship. The term “Confidential Information” shall be broadly defined and shall include, without limitation: (a) all information disclosed by the Company, the Employees of the Company or the Clients of the Company, to a Member while he is a Member; (b) all information developed or learned by a Member during the course of its engagement with the Company; (c) all information that has or could have commercial value or other utility to the Company in connection with the Company’s business, the Employees of the Company and/or the Clients of the Company; and (d) all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as confidential information by the Company. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which is in the public domain at the time a Member becomes aware thereof, information that enters the public domain after the time a Member becomes aware thereof through no action of such Member or any information which is learned by a Member from a source other than the Company, the Employees of the Company or the Clients of the Company. Each Member hereby acknowledges and agrees that the Confidential Information shall include, among other things: (a) inventions; (b) formulas; (c) devices; (d) know-how; (e) methodologies; (f) processes; (g) templates; (h) compilations of information; (i) lists, records, requirements and usages of the Clients of the Company; (j) marketing data, plans, collateral and methodologies; (k) proprietary costs; (l) pricing practices, records, plans and specifications; (m) financial information; and (n) administrative practices and procedures relating to the Company’s business, the Employees of the Company and the Clients of the Company. 10.2 Each Member hereby acknowledges and agrees: (a) that he owes a duty of trust and confidentiality to the Company with respect to the Confidential Information; (b) that the Confidential Information has actual or potential economic value which is unique to the Company by virtue of the fact that it is not generally known to the public or to other individuals who or business entities which could profit by its disclosure or use and that it is not readily available through any source other than the Company; (c) that it is the policy and practice of the Company to keep the Confidential Information secret and confidential; (d) that all Confidential Information shall be presumed conclusively to be the sole and exclusive property of the Company and valuable trade secrets thereof; and (e) that he has no license or any other right, title or interest in any Confidential Information and that no license or any other right, title or interest in any Confidential Information, either express or implied, is being granted to him by virtue of this Agreement. 10.3 Each Member hereby agrees that at all times while he is a Member and at all times thereafter (until such time as the Company dissolves), he: (a) shall keep in strictest confidence and trust the Confidential Information, and use the Confidential Information for the sole purpose of performing his duties and obligations with regard to the Company and for the sole benefit of the Company; (b) shall not, whether knowingly or otherwise, use or disclose, or induce or assist in the use or disclosure of, the Confidential Information, or anything related thereto, to any individual or business entity without the Company’s prior express written consent (provided, however, that he shall be permitted to utilize the Confidential Information within the course and scope of his duties and obligations with regard to the Company, but only on an as needed basis and only in a manner consistent with the terms of this Agreement); (c) shall not, whether knowingly or otherwise, use or disclose, or induce or assist in the use or disclosure of, the Confidential Information, or anything related thereto, for the purpose of (i) soliciting, requesting, advising, encouraging or enticing any individual who is otherwise rendering services for or on behalf of the Company (as an employee, an independent contractor or otherwise) to leave the Company in order to work or otherwise render services in any capacity for him or such other individual or business entity, or for any other reason whatsoever, (ii) soliciting, requesting, advising, encouraging, enticing or in any way diverting any of the Clients of the Company to do business with him or any individual or business entity which is adverse to or competitive with the Company, (iii) soliciting, requesting, advising, encouraging or enticing any of the Clients of the Company to cease doing business with the Company, (iv) acting in any manner which would be adverse to or competitive with the Company or the Company’s business in any manner, (v) performing any act or otherwise aid or assist any other individual or business entity to perform any act which would in any way cause harm to the Company or the Company’s business, (vi) soliciting or otherwise contacting in any way, or attempting to solicit or contact in any way, for the purpose of procuring business or other financial gain or taking advantage of a business opportunity which is unrelated to the Company’s business, any of the Clients of the Company, either on his own behalf or on the behalf of any other individual or business entity, whether or not such individual or business entity is adverse to or competitive with the Company, or (vii) performing any services for or otherwise assist in any manner whatsoever (as an employee, independent contractor or otherwise), whether or not for monetary remuneration, any individual or business entity which is adverse to or competitive with the Company; (d) shall promptly advise the Company of any knowledge that it may have of any unauthorized release or use of the Confidential Information and take reasonable measures to prevent unauthorized individuals or business entities from having access to, obtaining or being furnished with any Confidential Information; and (e) shall, at all times, maintain a record of the location of all Confidential Information. 10.4 Each Member hereby agrees that everything that either makes up the services which he performs for and on behalf of the Company or is produced as a result of or in connection with its rendering of such services is a “work made for hire” as defined in the Copyright Act of 1976 or any other applicable law, that the Company shall be considered the author of any work derived from such services for all purposes and that the Company shall be the owner of all intellectual property rights and all renewals and extensions thereof (including, without limitation, all patents, copyrights, and trademarks) in and to the work derived from such services and of any and all other rights in and to the work derived from such services. Without limiting the generality of the foregoing, each Member expressly agrees that the Company will be and will remain the sole owner of all rights of every kind and character whatsoever throughout -30- the universe, whether or not those rights now exist or come into existence hereafter, and whether or not the rights are now known, recognized or contemplated. In the event that the work derived from the services he performs for and on behalf of the Company or produced as a result of or in connection with such services, or any element thereof, is determined by a court of competent jurisdiction not to be a “work made for hire” or that there are any rights that do not accrue to the Company under this Section, this Agreement shall operate as an irrevocable grant, transfer, sale and assignment to the Company of all right, title and interest, including undivided copyrights, patents, trademarks, trade secret rights and other proprietary rights, in and to the work derived from such services or produced as a result of or in connection with such services throughout the universe in all languages and in all media and forms of expression and communication now known or later developed. The foregoing shall be effective as to each item which he creates as a result of or in connection with the services which he performs for and on behalf of the Company or is produced as a result of or in connection with its rendering of such services as of the moment such item is fixed in a tangible medium, whether or not such item is complete. 10.5 Each Member hereby agrees that, at all times while he is a Member and for a period of one (1) year thereafter, he shall not directly or indirectly, either on his own behalf or on behalf of or in concert with any other individual or business entity; (a) solicit, request, advise, encourage or entice any individual who is otherwise rendering services for or on behalf of the Company (as an employee, an independent contractor or otherwise) to leave the Company in order to work or otherwise render services in any capacity for him or such other individual or business entity, or for any other reason whatsoever, whether or not such individual would commit a breach of his engagement by reason of leaving its engagement with the Company; (b) solicit, request, advise, encourage, entice or in any way divert any of the Clients of the Company to do business with him or any individual or business entity which is adverse to or competitive with the Company; (c) solicit, request, advise, encourage or entice any of the Clients of the Company to cease doing business with the Company; (d) act in any manner which would be adverse to or competitive with the Company or the Company’s business in any manner; (e) perform any act or otherwise aid or assist any other individual or business entity to perform any act which would in any way cause harm to the Company or the Company’s business; (f) solicit or otherwise contact in any way, or attempt to solicit or contact in any way, for the purpose of procuring business or other financial gain or taking advantage of a business opportunity which is unrelated to the Company’s business, any of the Clients of the Company, either on his own behalf or on the behalf of any other individual or business entity, whether or not such individual or business entity is adverse to or competitive with the Company; or (g) perform any services for or otherwise assist in any manner whatsoever (as an employee, independent contractor or otherwise), whether or not for monetary remuneration, any individual or business entity which is adverse to or competitive with the Company. 10.6 Each Member hereby stipulates that a breach of the provisions of this Article X will result in irreparable damage and injury to the Company for which no money damages could adequately compensate it. If the Member breaches the provisions of this Agreement, in addition to all other remedies to which the Company may be entitled, and notwithstanding the provisions of Section 12.1, the Company shall be entitled to an injunction to enforce the provisions of this Agreement, to be issued by any court of competent jurisdiction, to enjoin and restrain the Member and each and every Person concerned or acting in concert with the Member from the continuance of such breach. Each Member expressly waives any claim or defense that an adequate remedy at law might exist for any such breach. 10.7 If the provisions contained in this Article shall be deemed by a court of competent jurisdiction or similar body to exceed the time or geographic limits or any other limitation imposed by applicable law in any jurisdiction, then such provision shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law. 10.8 The restrictions set forth in this Article shall apply only to Members who are individuals. Notwithstanding anything to the contrary set forth in this Agreement., ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ each shall be permitted to continue their ownership and operation of GAG and all entities and operations affiliated therewith and GAG shall be permitted to continue to operate in his own capacity and in connection with all affiliates thereof, all of which are intentionally omitted from the restrictions imposed by this Article X. Further, notwithstanding anything to th

Dissolution and Winding Up. 9.1. 10.1 The Company will shall be dissolved on the first to occur of the following events: (a) At the time specified as the end of the period of duration of the term of the Company in the Articles of Organization (unless the extension of such term is approved by written consent of all the Members); or (b) The written agreement of a Majority of all Voting Members and all Managers to dissolve the Company;; or (bc) The sale or other disposition of substantially all of the Company assets, unless the Members by majority vote decide to not dissolve the Company’s assets; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. 10.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, Members who have not wrongfully dissolved the Members, will Company shall wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will shall give written Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), ) the remaining assets of the Company will shall be distributed or applied in the following orderorder of priority: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s respective loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid intereston those loans. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (dc) Among the Members in accordance with Positive Capital Account Balances as provided in the provisions of Article IV, Section 4.164.5. 9.3. 10.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each any Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.131.1 A resolution to dissolve the company can only be passed by a general meeting pursuant to a prior proposal of the Board of Directors. In the event a resolution is passed to dissolve the company, the Directors shall become liquidators (vereffenaars) of the dissolved company’s property, unless the general meeting resolves otherwise. 31.2 The Company will be dissolved general meeting shall appoint and decide on the first to occur remuneration of the following eventsliquidators. 31.3 Until the winding-up of the company has been completed, these Articles of Association shall to the extent possible, remain in full force and effect. 31.4 Whatever remains of the company's equity after all its debts have been discharged: (a) The written agreement shall first be applied to distribute the aggregate balance of a Majority share premium reserves and other reserves than the special voting shares dividend reserve of Members the company to dissolve the Companyholders of common shares in proportion to the aggregate nominal value of the common shares held by each of them; (b) The sale or other disposition of substantially all secondly, from any balance remaining, an amount equal to the aggregate amount of the Company’s assetsnominal value of the common shares will be distributed to the holders of common shares in proportion to the aggregate nominal value of common shares held by each of them; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. On thirdly, from any balance remaining, an amount equal to the dissolution aggregate amount of the Company, the Company will engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company special voting shares dividend reserve will be distributed or applied to the holders of special voting shares in proportion to the following order: (a) To pay aggregate nominal value of the expenses special voting shares held by each of liquidationthem; (bd) To fourthly, from any balance remaining, the establishment of reasonable reserves for contingent liabilities or obligations aggregate amount of the Company. On nominal value of the determination that reserves are no longer necessary, they special voting shares will be distributed as provided in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those loans in full, each Member will be repaid in the ratio that the Member’s loan, together with accrued and unpaid interest, bears to the total holders of all loans from Members, including all accrued and unpaid interest. Repayment will first be credited special voting shares in proportion to unpaid principal and the remainder will be credited to accrued and unpaid interestaggregate nominal value of the special voting shares held by each of them; and (de) Among lastly, the Members with Positive Capital Account Balances as provided balance remaining will be distributed to the holders of the common shares in Article IV, Section 4.16proportion to the aggregate nominal value of common shares held by each of them. 9.3. Each Member will look solely 31.5 After the company has ceased to exist the books and records of the company shall remain in the custody of the Person designated for that purpose by the liquidators for the period provided by law. 31.6 In addition, the liquidation shall be subject to the assets relevant provisions of the Company for the return of the member’s investmentBook 2, and if Company property remaining after the payment or discharge of the Company’s debts and liabilities is insufficient to return the investment of each MemberTitle 1, the Member will have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this AgreementDCC.