Common use of Termination of a Series Clause in Contracts

Termination of a Series. (a) A Series shall be terminated and its affairs wound up upon the occurrence of any of the following events: (i) upon the dissolution of the Company; (ii) At the election of any of the Members associated with such Series, and upon ninety (90) days prior written notice to all other Members; (iii) at the time in which there are no Members associated with such Series; or (iv) upon the entry of a decree of judicial termination of the Series under Section 18-215(1) of the Act. (b) Other than in connection with a transfer of Membership Interests in accordance with this Agreement or pursuant to Section 16(a)(ii) above, a Member associated with a Series shall not take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Member of the Company associated with such Series. Unless otherwise approved by Members associated with a Series owning a Majority Interest of such Series, a Member who ceases to be a Member associated with such Series (a “Resigning Member”), regardless of whether such termination was the result of a voluntary act by such Member, shall not be entitled to receive any distributions from the Company with respect to such Series in excess of those distributions to which such Member would have been entitled had such Member remained a Member associated with such Series. Except as otherwise expressly provided herein, a Resigning Member shall immediately become an assignee associated with such Series. Damages for breach of this Section 16.2(b) shall be monetary damages only (and not specific performance), and such damages may be offset against distributions by the Company with respect to such Series to which the Resigning Member would otherwise be entitled. (c) The termination and winding up of a Series shall not cause a dissolution of the Company (unless there are no remaining Series) or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement and the Act. (d) The LLC Managers may require that a formal legal termination of a Series be delayed for up to twenty-four months and that the capital of the Series Members remain in the Series for that time if necessary in order to maintain adequate capitalization of the Company or to satisfy capital or net worth covenants in agreements between the Company and third parties. However, the Series need not actively engage in business during any period for which it is required to remain in existence by the LLC Managers pursuant to this Section 16.2(d).

Termination of a Series. (a) A Series shall be terminated and its affairs wound up upon the occurrence of any of the following events: (i) upon the dissolution of the Company; (ii) At by the election majority written agreement of any of the all Members associated with such Series, and upon ninety (90) days prior written notice to all other MembersSeries substantially in the form of the attached Exhibit C; (iii) at the time in which there are no Members are associated with such Series; or (iv) upon the entry of a decree of judicial termination of the Series under Section §18-215(1) 215 of the Act. (b) Other than in connection with a transfer of Membership Interests in accordance with this Agreement or pursuant to Section 16(a)(ii) aboveAgreement, a Member associated with a Series shall not take any no voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Member of the Company associated with such Series. Unless otherwise approved by Members associated with a Series owning a Majority Interest of such Series, a Member who ceases to be a Member associated with such Series (a “Resigning Member”), regardless of whether such termination was the result of resulted from a voluntary act by such Member, shall not be entitled to receive any distributions from the Company with respect to regarding such Series in excess of those distributions to which such Member would have been entitled had such Member remained a Member associated with such Series. Except as otherwise expressly provided herein, a Resigning Member shall immediately become an assignee associated with such Series. Damages for breach of this Section 16.2(b12.02(b) shall be monetary damages only (and not specific performance), and such damages may be offset against distributions by the Company with respect to regarding such Series to which the Resigning Member would otherwise be entitled. (c) The termination and winding up of a Series shall not cause a dissolution of dissolve the Company (unless even if there are no remaining Series) or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement and the Act. (d) The LLC Managers may require that a formal legal termination of a Series be delayed for up to twenty-four months and that the capital of the Series Members remain in the Series for that time if necessary in order to maintain adequate capitalization of the Company or to satisfy capital or net worth covenants in agreements between the Company and third parties. However, the Series need not actively engage in business during any period for which it is required to remain in existence by the LLC Managers pursuant to this Section 16.2(d).

Termination of a Series. (a) A Series shall be terminated and its affairs wound up upon on the occurrence of any first to occur of the following eventsfollowing: (i) upon the dissolution of the Company; (ii) At the election unanimous written consent of any of the Members associated with such Series, and upon ninety (90) days prior written notice to all other Series Members; (iii) at the time in which there are no Members associated with such SeriesSeries Members; or (iv) upon the entry of a decree of judicial termination of the Series under Section § 18-215(1) 215 of the Act. (b) Other than in connection with a transfer of Membership Interests in accordance with this Agreement or pursuant to Section 16(a)(ii) aboveAgreement, a Series Member associated with a Series shall not take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Member of the Company associated with such SeriesSeries Member. Unless otherwise approved by Series Members associated with holding a Series owning a Majority Interest majority of the outstanding Membership Interests of such Series, a Member who ceases to be a Series Member associated with such Series (a “Resigning Member”), regardless of whether such termination was the result of a voluntary act by such Member, shall not be entitled to receive any distributions from the Company with respect to such Series in excess of those distributions to which such Member would have been entitled had such Member remained a Member associated with such SeriesSeries Member. Except as otherwise expressly provided herein, a Resigning Member shall immediately become an assignee associated with such Series. Damages for breach of this Section 16.2(b11.3(b) shall be monetary damages only (and not specific performance), and such damages may be offset against distributions by the Company with respect to such Series to which the Resigning Member would otherwise be entitled. (c) The termination and winding up of a Series shall not cause a dissolution of the Company (unless even if there are no remaining Series) or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement and the Act. (d) The LLC Managers may require that a formal legal termination of a Series be delayed for up to twenty-four months and that the capital of the Series Members remain in the Series for that time if necessary in order to maintain adequate capitalization of the Company or to satisfy capital or net worth covenants in agreements between the Company and third parties. However, the Series need not actively engage in business during any period for which it is required to remain in existence by the LLC Managers pursuant to this Section 16.2(d).

Termination of a Series. (a) 10.2.1 A Series shall be terminated and its affairs wound up upon the occurrence of any of the following events: (ia) upon the dissolution of the Company; (iib) At at the election of any of the Members associated with such Series, and Manager upon ninety (90) calendar days prior written notice to all other Members; (iiic) at the time in which there are no Members associated with such Series; or (ivd) upon the entry of a decree of judicial termination of the Series under Section 3998 of the Act. Under no circumstances may a Series be wound up in accordance with Section 18-215(1801(a)(3) of the ActAct by the vote of Members holding more than two-thirds of the Series Interests. (b) 10.2.2 Other than in connection with a transfer of Membership Series Interests in accordance with this Agreement or pursuant to Section 16(a)(ii) aboveAgreement, and unless approved by the Manager in its sole discretion, a Member associated with a Series shall not resign or take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Member of the Company associated with or such Series. Unless otherwise approved by Members associated with a Series owning a Majority Interest of such Series, a A Member who ceases to be a Member associated with such Series (a “Resigning Member”), regardless of whether such termination was the result of a voluntary act by such Member, shall not be entitled to receive (a) any distributions through the effective date of resignation from the Company with respect to such Series in excess of those distributions to which such Member would have been is entitled had under this Agreement or the relevant Series Operating Agreement and (b) within a reasonable period of time after resignation the fair market value of such Member remained a Member associated with such SeriesMember’s Series Interest as of the date of resignation. Except as otherwise expressly provided herein, a Resigning Member shall immediately become an assignee associated with such Series. Damages for breach of this Section 16.2(b) 10.2.2 shall be monetary damages only (and not specific performance), and such damages may be offset against distributions by the Company with respect to such Series to which the Resigning Member would otherwise be entitled. (c) 10.2.3 The termination and winding up of a Series shall not cause a dissolution of the Company (unless there are no remaining Series) or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement and the Act. (d) The LLC Managers 10.2.4 Upon termination of a Series, the Manager may require that a (i) the formal legal termination of a Series be delayed for up to twenty-four twelve months and that the capital of the Members of a Series Members remain in the that Series for that such time if necessary necessary, in the sole discretion of the Manager, in order to maintain adequate capitalization of the Company or to satisfy capital or net worth covenants in agreements between the Company and third parties, or (ii) a liquidating trustee be appointed (the “Liquidating Trustee”) and a liquidating trust (or similar special purpose vehicle) be established to receive a distribution or allocation of securities and other assets in kind, in which case (a) payment to each Series Member of that portion of his or her Series Interest attributable to such securities or assets will be delayed until such time as such securities or other assets are liquidated, and (b) the amount otherwise due such Series Member will be increased or decreased to reflect the performance of such securities or other assets through the date on which the liquidation of such securities or other asset is effected. HoweverTo the extent practical, in kind securities distributed Series Members shall be generally representative of the Series portfolio as a whole. A Series need not actively engage in business during any period for which it is required to remain in existence by the LLC Managers Manager pursuant to this Section 16.2(d)10.2.4.