Common use of Liquidation and Distribution of Assets Clause in Contracts

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Managing Member shall take full account of the Company’s liabilities and assets, and, subject in all respects to Major Decisions, the Approved Budget and the other provisions of this Agreement, such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 6.1 hereof. The proceeds from liquidation of the Company Assets, to the extent sufficient therefor, shall be combined and distributed in the following order: (i) first, to the expenses of liquidation and the debts of the Company, other than the debts owing to the Members, but including Member Loans; (ii) second, to the establishment of any reserve which the Managing Member may deem necessary for any contingent or unforeseen liabilities and other obligations of the Company arising out of or in conjunction with the Company’s affairs; (iii) third, to such debts and/or compensation as are owing by the Company to the Members; (iv) fourth, in accordance with Section 3.1.

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Managing Member shall take full account of the Company’s liabilities and assets, and, subject in all respects to Major Decisions, the Approved Budget and the other provisions of this Agreement, such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 6.1 hereof. The proceeds from liquidation of the Company Assets, to the extent sufficient therefor, shall be combined and distributed in the following order: (i) first, to the expenses of liquidation and the debts of the Company, other than the debts owing to the Members, but including Member Loans; (ii) second, to the establishment of any reserve which the Managing Member may deem necessary for any contingent or unforeseen liabilities and other obligations of the Company arising out of or in conjunction with the Company’s affairs; (iii) third, to such debts and/or compensation as are owing by the Company to the Members;; ACTIVE 203377426v.6 (iv) fourth, in accordance with Section 3.1.

Liquidation and Distribution of Assets. Upon the dissolution of the Company, the Managing Member shall take full account of the Company’s liabilities and assets, and, subject in all respects to Major Decisions, the Approved Budget and the other provisions of this Agreement, such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 6.1 hereof. The proceeds from liquidation of the Company Assets, to the extent sufficient therefor, shall be combined and distributed in the following order: (i) first, to the expenses of liquidation and the debts of the Company, other than the debts owing to the Members, but including Member Loans; (ii) second, to the establishment of any reserve which the Managing Member may deem necessary for any contingent or unforeseen liabilities and other obligations of the Company arising out of or in conjunction with the Company’s affairs; (iii) third, to such debts and/or compensation as are owing by the Company to the Members; ; ACTIVE 202923160v.13 (iv) fourth, in accordance with Section 3.1.