Common use of Events Requiring Winding Up Clause in Contracts

Events Requiring Winding Up. (a) The Company shall be wound up upon the first of the following to occur: (i) When the term of the Company expires; (ii) On the election to dissolve the Company by the affirmative vote of a Majority in Interest of the Members; (iii) On the death, retirement, resignation, expulsion, bankruptcy, legal incapacity or dissolution of all Members, or the occurrence of any other event that terminates the continued membership of all Members; or (iv) The entry of a judicial order to wind up the Company under Section 11.314 of the Texas Business Organizations Code. (b) Upon dissolution of the Company, the business and affairs of the Company shall terminate, and the assets of the Company shall be liquidated under this Article VII. (c) When an event requiring winding up occurs, the Company shall not terminate until there has been a winding up of the Company’s business and affairs, and the assets of the Company have been distributed as provided in Section 7.2. (d) In winding up the Company, the Managers may cause any part or all of the assets of the Company to be sold in the manner determined by the Managers in an effort to obtain the best prices for the assets; provided, however that the Managers may distribute assets of the Company in kind to the Members to the extent practicable.