Common use of WINDING UP AFFAIRS UPON DISSOLUTION Clause in Contracts

WINDING UP AFFAIRS UPON DISSOLUTION. Upon a termination of the Company, the remaining Member(s) shall promptly wind up the business and affairs of the Company. The assets of the Company shall be applied as follows: (a) To the setting up of any reserves which the Members deem reasonable for any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the conduct of the Company's business or the termination thereof. Any such reserves may be paid over to a bank or to an attorney at law as escrow agent, to be held for the purposes of disbursing such reserves in payment of the aforementioned contingencies and, at the expiration of such period as shall have been deemed advisable, to distribute the balance thereof in the manner provided in this Section; (b) To the repayment of Company obligations as provided in ARTICLE XI hereof; (c) To the repayment of the Members' capital accounts. (d) The remainder shall be distributed based upon each Member's Percentage Interest. (e) In the event the assets of the Company are insufficient upon termination to return to the members all or any part of their respective capital contributions, neither Member shall have any claim or recourse against the other Member, except for losses caused by the intentional or negligent actions or the bad faith of such Member.