Common use of Dissolution Procedure Clause in Contracts

Dissolution Procedure. (a) Winding Up, Liquidation, and Distribution of Assets. Upon dissolution, Manager shall immediately proceed to wind up the affairs of the Company. The Manager shall: (i) Sell or otherwise liquidate all of the Company's assets as promptly as practicable, except to the extent the Members may determine to distribute any assets in kind, in which case (if the Company owns real estate) the Manager may make distributions of the property to the Members in-kind (as tenants in common) to facilitate tax planning or structuring purposes to allow the Members to attempt to structure a so- called 1031 tax-deferred sale; (ii) Allocate any Profit or Loss resulting from such sale and/or liquidation to the Member's Capital Accounts in accordance with Article 5; (iii) Discharge all liabilities of the Company, including liabilities to Members who may be creditors, to the extent otherwise permitted by law and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company in connection with the dissolution of the Company; (iv) Distribute the remaining assets to the Members in accordance with applicable provisions of Article 5.