Common use of Dissolution Events Clause in Contracts

Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon the happening of any of the following: (1) subject to Section 6.5, the decision by the Member to dissolve the Company; (2) the occurrence of an event that makes it unlawful for the Company’s business to be continued; (3) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or (4) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (c) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (d) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special Member, or the occurrence of any event that causes the Member or Special Member to cease to be a member of the Company.

Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon the happening of any of the following: (1) the sale or disposition of all or substantially all of the Company assets, and, after the satisfaction of liabilities to creditors of the Company, the distribution of the proceeds thereof to the Members; (2) subject to Section 6.5, the decision by Member(s) owning a majority of the Member limited liability company interests in the Company to dissolve the Company; (23) the occurrence of an event that makes it unlawful for the Company’s business to be continued; (34) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or (45) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) . Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the last remaining Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the last remaining Member and the admission of an additional member member(s) of the Company), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (cb) Notwithstanding any other provision of this Operating AgreementAgreement or any other organizational document and any provision of law that otherwise so empowers the Company, the Bankruptcy of the Member or a Special any Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (dc) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special any Member, or the occurrence of any event that causes the Member or Special any Member to cease to be a member of the Company.

Dissolution Events. (a) The Company shall be dissolved dissolve and its affairs wound commence winding up upon the happening of any first to occur of the following: : (1i) subject to Section 6.54.6(c), upon the decision by written direction of the Member to dissolve the Company; Manager, (2) the occurrence of an event that makes it unlawful for the Company’s business to be continued; (3) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or (4ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) . Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member (other than upon continuation of the Company (other than without dissolution upon (i) upon an assignment by the Member such member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to this Agreement, or (ii) the resignation of the Member such member and the admission of an additional member of the CompanyCompany pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining such member of the Company or the Member in the Company. (cb) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (dc) Notwithstanding anything herein to the contrary, the Company shall comply with any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each applicable requirements of the Member Act pertaining to the winding up of the affairs of the Company and the Special Member waives any right it might have to agree in writing to dissolve final distribution of its assets. Upon the completion of the winding up, liquidation and distribution of the assets, the Company upon shall be terminated when the Bankruptcy Certificate of Formation is cancelled in the manner required by the Act. The existence of the Member or Special Member, or the occurrence of any event that causes the Member or Special Member to cease to be Company as a member separate legal entity shall continue until cancellation of the CompanyCertificate of Formation as provided in the Act.

Dissolution Events. (a) The Company shall be dissolved dissolve and its affairs wound commence winding up upon the happening of any first to occur of the following: : (1i) subject to Section 6.5after the written direction of the Managers, the decision by the Member to dissolve the Company; (2) the occurrence of an event that makes it unlawful for the Company’s business to be continued; (3) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or (4ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) . Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member (other than upon continuation of the Company (other than without dissolution upon (i) upon an assignment by the Member such member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to this Agreement, or (ii) the resignation of the Member such member and the admission of an additional member of the CompanyCompany pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining such member of the Company or the Member in the Company. (cb) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (dc) Notwithstanding anything herein to the contrary, the Company shall comply with any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each applicable requirements of the Member Act pertaining to the winding up of the affairs of the Company and the Special Member waives any right it might have to agree in writing to dissolve final distribution of its assets. Upon the completion of the winding up, liquidation and distribution of the assets, the Company upon shall be terminated when the Bankruptcy Certificate is cancelled in the manner required by the Act. The existence of the Member or Special Member, or the occurrence of any event that causes the Member or Special Member to cease to be Company as a member separate legal entity shall continue until cancellation of the CompanyCertificate as provided in the Act.

Dissolution Events. (a) The Company shall be dissolved and shall commence winding up its business and affairs wound up only upon the happening of any occurrence of the following:earliest of the following events (“Dissolution Events”): (1a) subject to Section 6.5, the decision by the Member The Members have agreed in writing to dissolve the CompanyCompany by unanimous consent; (2b) By a determination of the occurrence Manager that a dissolution is in the best interest of an event that makes it unlawful for the Company’s business , unless the Members by unanimous consent determine in their sole discretion that it is in the best interests of the Company not to be continueddissolve at such time; (3c) the The entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to of the Company; (d) Any event which causes the number of Members to be less than the number required by the Act; (e) The sale or other disposition of all or substantially all of the assets of the Company, unless the Members by unanimous consent determine in their sole discretion that it is in the best interests of the Company not to dissolve at such time; or (4f) the termination of the legal existence of the last remaining member of the Company or the occurrence The happening of any other event which terminates that makes it unlawful, impossible or impractical to carry on the continued membership business of the last Company. The withdrawal of a Member is not a Dissolution Event and the remaining member Members are authorized to continue the business of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) Upon the occurrence of after such withdrawal. The Members hereby agree that, notwithstanding any event that causes the last remaining member provision of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company), Act to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (c) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an eventcontrary, the Company shall continue without dissolution. (d) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member waives any right it might have not dissolve prior to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special Member, or the occurrence of any event a Dissolution Event. If it is determined, by a court of competent jurisdiction, that causes the Member or Special Member Company has dissolved prior to cease the occurrence of a Dissolution Event, then the Members hereby agree to be a member continue the business of the Company.Company without winding up its affairs or liquidating its assets. 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065

Dissolution Events. (a) The Company shall be dissolved and shall commence winding up its business and affairs wound up only upon the happening of any occurrence of the following:earliest of the following events (“Dissolution Events”): (1a) subject to Section 6.5, A Majority-in-Interest of the decision by the Member Members have agreed in writing to dissolve the Company; (2b) By a determination of the occurrence Manager that a dissolution is in the best interest of an event that makes it unlawful for the Company’s business , unless a Majority-in-Interest of the Members determine in their sole discretion that it is in the best interests of the Company not to be continueddissolve at such time; (3c) the The entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to of the Company; (d) Any event which causes the number of Members to be less than the number required by the Act; (e) The sale or other disposition of all or substantially all of the assets of the Company, unless a Majority-in-Interest of the Members determine in their sole discretion that it is in the best interests of the Company not to dissolve at such time; or (4f) the termination of the legal existence of the last remaining member of the Company or the occurrence The happening of any other event which terminates that makes it unlawful, impossible or impractical to carry on the continued membership business of the last Company. The withdrawal of a Member is not a Dissolution Event and the remaining member Members are authorized to continue the business of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) Upon the occurrence of after such withdrawal. The Members hereby agree that, notwithstanding any event that causes the last remaining member provision of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company), Act to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (c) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an eventcontrary, the Company shall continue without dissolution. (d) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member waives any right it might have not dissolve prior to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special Member, or the occurrence of any event a Dissolution Event. If it is determined, by a court of competent jurisdiction, that causes the Member or Special Member Company has dissolved prior to cease the occurrence of a Dissolution Event, then the Members hereby agree to be a member continue the business of the CompanyCompany without winding up its affairs or liquidating its assets.

Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon the happening of any first to occur of the following:following events (a “Dissolution Event”): (1i) subject if the Company’s Certificate of Formation are subsequently amended to Section 6.5provide for a definite period of duration for the Company’s existence, the decision by close of business on the last day of such period; (ii) the written consent of the Board, the Majority Member and the Minority Member to dissolve the Company; (2iii) the occurrence sale or other disposition of an event that makes it unlawful for all or substantially all of the Company’s business assets in consideration for which the Company receives no property other than cash and cash equivalents, except upon a determination at such time by the Board for the Company not to be continueddissolve; (3iv) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or (4) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) Upon the occurrence happening of any event that causes upon which a Member ceases (as defined in the last remaining member of the Company to cease Act) to be a member of the Company, if the Company no longer has any other Members; provided, however, that the Company shall not be dissolved upon the cessation of membership of its last Member if, within ninety (90) days of the event of cessation of membership of its last Member, the assignee or the fiduciary of such Member agrees in writing that causes the Member to cease to be a member business of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and may be continued until the admission of the transferee, assignee or (ii) the resignation fiduciary of the Member and the admission of an additional member of the Company), estate or its designee to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the CompanyMember, effective as of the occurrence of the event that terminated causes the continued cessation of membership of the last remaining member Member; or (v) the entry of a decree of judicial dissolution under the Act. Notwithstanding any provision of the Company or the Member in the Company. (c) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an eventAct, the Company shall continue without dissolutionnot dissolve prior to the occurrence of a Dissolution Event as set forth above. None of the termination events set forth in section 18-801 of the Act shall cause the dissolution of the Company. This Section 9.01 is expressly intended to override and replace the provisions of Section 18-801(a)(3) of the Act, to the greatest extent permitted by law. (db) Notwithstanding any other provision Upon the dissolution of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each the business and affairs of the Member Company shall terminate and be wound up, and the Special Member waives any right it might have to agree in writing to dissolve assets of the Company upon the Bankruptcy shall be liquidated under this Article IX. Dissolution of the Member or Special MemberCompany shall be effective as of the day on which the event occurs giving rise to the dissolution, or but the occurrence of any event that causes the Member or Special Member to cease to be Company shall not terminate until there has been a member complete winding up and liquidation of the Company’s business and affairs, and the assets of the Company have been distributed as provided in Section 9.03. Upon dissolution of the Company, the Board may cause any part or all of the assets of the Company to be sold in such manner as the Board shall determine in an effort to obtain the best prices for such assets; provided, however, that the Board may, in its discretion, distribute assets of the Company in kind to the Members to the extent practicable.

Dissolution Events. (a) The Company shall be dissolved and dissolved, and, unless continued pursuant to Section 12.2, its affairs business shall be wound up up, upon the happening occurrence of any of the following, events: (1a) subject to Section 6.5, the decision by the Member to dissolve the Company; (2) the The occurrence of an event that makes it unlawful for all or substantially all of the Company’s business of the Company to be continued; , unless such illegality is cured within ninety (390) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect days after notice to the Company; or (4) the termination Company of the legal existence event, which cure shall be effective retroactively to the date of the last remaining member event for the purpose of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act.Section 12.1; (b) Upon the occurrence entry of a judicial decree on the application by any event that causes Member or a Dissociated Member that: (i) the last remaining member economic purpose of the Company to cease is likely to be a member unreasonably frustrated; (ii) another Member has engaged in conduct relating to the %Company's business that makes it not reasonably practicable to carry on the Company's business with that Member; (iii) it is not otherwise reasonably practicable to carry on the Company's business in conformity with the Articles and this Agreement; or (iv) the Managers or Members in control of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transfereehave acted, are acting, or (ii) the resignation of the Member and the admission of an additional member of the Company)will act in a manner that is illegal, oppressive, or fraudulent with respect to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.petitioner; (c) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member The administrative dissolution of the Company and upon under Section 35-25 of the occurrence Act, unless the Company is reinstated within ninety (90) days after it receives notice of such an event, the Company shall continue without administrative dissolution.; or (d) The written consent or agreement of a Majority in Interest of the Class A Members and a Majority in Interest of the Class B Members. Notwithstanding any other provision in this Agreement to the contrary, no Transferee of this Operating Agreement or any other organizational document and any provision of law an Interest shall have the right to institute a proceeding to obtain a judicial determination that otherwise so empowers it is equitable to wind up the Company, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special Member, or the occurrence of any event that causes the Member or Special Member to cease to be a member of the Company's business.

Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon by the happening of any first to occur of the following:following events (a Dissolution Event ): (1a) subject If the Company's Articles of Organization are subsequently amended to Section 6.5, provide such period; (b) Upon the decision by written consent of a Super Majority in Interest of the Member Class A Members to dissolve the Company; (2c) Upon the occurrence happening of an any event that makes it unlawful for of withdrawal (as defined in the Company’s business to be continued; (3Act) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to a Member if the CompanyCompany no longer has any other Member(s); or provided, however, that the Company shall not be dissolved upon the withdrawal of its last Member if, within ninety (490) the termination days of the legal existence event of withdrawal of its last Member, the last remaining member assignee or the fiduciary of such Member agrees in writing that the business of the Company or the occurrence of any other event which terminates the may be continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and until the admission of the transferee, assignee or (ii) the resignation fiduciary of the Member and the admission of an additional member of the Company), estate or its designee to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the CompanyMember, effective as of the occurrence of the event of withdrawal that terminated causes the continued membership withdrawal of the last remaining member Member; or (d) The entry of a decree of judicial dissolution under the Act. Notwithstanding any provision of the Company or the Member in the Company. (c) Notwithstanding any other provision of this Operating Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an eventAct, the Company shall continue without dissolution. (d) Notwithstanding any other provision not dissolve prior to the occurrence of this Operating Agreement or any other organizational document and any provision a Dissolution Event as set forth above. Upon the dissolution of law that otherwise so empowers the Company, each the business and affairs of the Member Company shall terminate and be wound up, and the Special Member waives any right it might have to agree in writing to dissolve assets of the Company upon the Bankruptcy shall be liquidated under this Article IX. Dissolution of the Member or Special MemberCompany shall be effective as of the day on which the event occurs giving rise to the dissolution, or but the occurrence of any event that causes the Member or Special Member to cease to be Company shall not terminate until there has been a member complete winding up and liquidation of the Company's business and affairs, and the assets of the Company have been distributed as provided in Section 9.03. Upon dissolution of the Company, the Managers may cause any part or all of the assets of the Company to be sold in such manner as the Managers shall determine in an effort to obtain the best prices for such assets; provided, however, that the Management may, in its discretion, distribute assets of the Company in kind to the Members to the extent practicable.

Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon the happening occurrence of any of the followingfollowing events: (1i) subject the expiration of the period fixed for the duration of the Company pursuant to Section 6.5, 2.05 hereof; (ii) the decision by the Member unanimous written agreement of all Members to dissolve the Company; (2iii) the occurrence of an event that makes it unlawful for the Company’s business voluntary withdrawal (subject to be continued; (3) the entry by a court of competent jurisdiction Section 14.01(c)), removal, bankruptcy or dissolution of a decree of judicial dissolution with respect to the Company; or (4) the termination of the legal existence of the last remaining member of the Company Member or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company a Member in the Company (a "Withdrawal Event"), unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member consent of all of its limited liability company interest in the Company and the admission remaining Members within 90 days of the transferee, or (ii) the resignation Withdrawal Event and there is at least one remaining Members. Each of the Member and Members hereby agrees that within the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 60 days after the occurrence of the event a Withdrawal Event, provided that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member there is then at least one Remaining Member of the Company, effective as it will promptly consent, in writing, to continue the business of the occurrence Company; (iv) the entry of a decree of judicial dissolution pursuant to the event Act; or (v) the Company has fewer than one Member at any given time; provided that terminated the continued membership of the last remaining member if a Member improperly causes a Withdrawal Event or of the Company has the right or obligation to purchase the Member in entire Membership interest of a Member, and upon such purchase or Withdrawal Event the Company. (c) Notwithstanding Company would have a sole Remaining Member, notwithstanding any other provision of this Operating AgreementAgreement to the contrary, the Bankruptcy of the Member or a Special such Remaining Member shall not cause have the unilateral and unrestricted right to transfer one or more of its Voting Units to any Affiliates who shall be admitted as a Member or such Special Member to cease to be a member without the consent of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (d) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special Member, or the occurrence of any event that causes the Member or Special Member to cease to be a member of the Company.

Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon the happening of any of the following: (1) the sale or disposition of all or substantially all of the Company assets, and, after the satisfaction of liabilities to creditors of the Company, the distribution of the proceeds thereof to the Members; (2) subject to Section 6.5, the decision by Member(s) owning a majority’ of die limited liability company interests in the Member Company to dissolve the Company; (23) the occurrence of an event that makes it unlawful for the Company’s business to be continued; (34) the entry entry-by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or (45) the termination of the legal existence of the die last remaining member of the Company or the occurrence of any other event which terminates the die continued membership of the last remaining member of the Company in the Company unless the die Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) . Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the die Company (other than (i) upon an assignment by the last remaining Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the last remaining Member and the admission of an additional member member(s) of the Company), to the fullest extent permitted by law, the die personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the die continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (cb) Notwithstanding any other provision of this Operating AgreementAgreement or any other organizational document and any provision of law that otherwise so empowers the Company, the Bankruptcy of the Member or a Special any Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (dc) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or Special any Member, or the occurrence of any event that causes the Member or Special any Member to cease to be a member of the Company.

Dissolution Events. (a) The Company shall be dissolved and its affairs wound up upon the happening of any of the following: (1) the sale or disposition of all or substantially all of the Company assets, and, after the satisfaction of liabilities to creditors of the Company, the distribution of the proceeds thereof to the Members; (2) subject to Section 6.5, the decision by Member(s) owning a majority of the Member limited liability company interests in the Company to dissolve the Company; (23) the occurrence of an event that makes it unlawful for the Company’s business to be continued; (34) the entry by a court of competent jurisdiction of a decree of judicial dissolution with respect to the Company; or (45) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. (b) . Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the last remaining Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the last remaining Member and the admission of an additional member member(s) of the Company), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (cb) Notwithstanding any other provision of this Operating AgreementAgreement or any other organizational document and any provision of law that otherwise so empowers the Company, the Bankruptcy of the Member or a Special any Member shall not cause the Member or such Special Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (dc) Notwithstanding any other provision of this Operating Agreement or any other organizational document and any provision of law that otherwise so empowers the Company, each of the Member and the Special Member Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy Bankruptcy, of the Member or Special any Member, or the occurrence of any event that causes the Member or Special any Member to cease to be a member of the CompanyCompany .