Common use of Dissolution Winding Up and Termination Clause in Contracts

Dissolution Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Board shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall: (A) use its reasonable best efforts to sell all of the Company’s assets (except cash), in the exercise of its best judgment under the circumstances then presented, that it deems in the best interest of the Members; and (B) attempt to convert all assets of the Company to cash so long as it can do so consistently with prudent business practice; provided, however, that the Members and their respective designees shall have the right to purchase any of the Company assets to be sold on liquidation, provided that the terms on which such sale is made are no less favorable than would otherwise be available from third parties; and provided, further, that the gains and losses from the sale of the Company assets, together with all other revenue, income, gain, deduction, expense, loss and credit during the period, shall be allocated in accordance with Article VIII; (iii) the liquidator shall use Company funds to discharge all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iv) all remaining assets of the Company shall be distributed to the Members as follows: (A) with respect to all Company assets that have been sold, the fair market value of those assets shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (B) Company property (including cash) shall be distributed among the Members in accordance with Section 8.02; and, to the extent practicable, those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 Days after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 15.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no Claim against any other Member for those funds.