Common use of Winding Up Affairs on Dissolution Clause in Contracts

Winding Up Affairs on Dissolution. Upon dissolution of the LLC, the officers, Board Members or other persons required or permitted by law to carry out the winding up of the affairs of the LLC shall promptly notify all Members of such dissolution; shall wind up the affairs of the LLC; shall prepare and file all instruments or documents required by law to be filed to reflect the dissolution of the LLC; and, after collecting the debts and obligations owed to the LLC and after paying or providing for the payment of all liabilities and obligations of the LLC, shall distribute any remaining assets to the Members in accordance with the positive balances in their respective Capital Accounts. In the event of a distribution of assets in kind (in whole or in part), the fair market value of the assets shall be determined and each Member's Capital Account shall be adjusted as if such asset were sold for its fair market value. Each Member shall receive an undivided interest in the assets of the Company equal in value to the portion of the proceeds to which the Member would have been entitled if the assets had been sold or otherwise converted to cash at the assets' fair market values and the distribution had been solely in the form of a cash distribution. Division of the property may be made on a non-pro rata basis upon the consent of all of the Members, so that certain Members own certain assets while other Members own other assets.

Winding Up Affairs on Dissolution. Upon dissolution of the LLC, the officers, Board Members or other persons required or permitted by law to carry out the winding up of the affairs of the LLC shall promptly notify all Members of such dissolution; shall wind up the affairs of the LLC; shall prepare and file all instruments or documents required by law to be filed to reflect the dissolution of the LLC; and, after collecting the debts and obligations owed to the LLC and after paying or providing for the payment of all liabilities and obligations of the LLC, shall distribute any remaining assets to the Members in accordance with the positive balances in their respective Capital Accounts. In the event of a distribution of assets in kind (in whole or in part), the fair market value of the assets shall be determined and each Member's Capital Account shall be adjusted as if such asset were sold for its fair market value. Each Member shall receive an undivided interest in the assets of the Company LLC equal in value to the portion of the proceeds to which the Member would have been entitled if the assets had been sold or otherwise converted to cash at the assets' fair market values and the distribution had been solely in the form of a cash distribution. Division of the property may be made on a non-pro rata basis upon the consent of all of the Members, so that certain Members own certain assets while other Members own other assets.. In the event the LLC is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Members who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)