Common use of Winding Up and Distribution of Assets Clause in Contracts

Winding Up and Distribution of Assets. Upon dissolution, the Company shall make an accounting of the accounts of the Company and the Company’s assets, liabilities and operations through the date of dissolution, and the Manager shall immediately proceed to wind up the affairs of the Company. If deemed necessary by Members holding more than fifty percent of the Membership Interests, the accounting will be undertaken by the Company’s independent accountants. Throughout the dissolution process, all of the provisions of this Agreement shall continue to apply, except as limited by the Act. If the Company is dissolved and its affairs are to be wound up, the Manager shall sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute any assets to the Members in kind), allocate any Profit or Loss resulting from such sales to the Capital Accounts of the Members and Economic Interest Owners, as provided in this Agreement, and distribute the remaining assets of the Company in the following priority: (a) First, to creditors, including Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company other than liabilities to Members and Economic Interest Owners for distributions; (b) Second, establish such Reserves as may be necessary to provide for liabilities or contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserve shall be deemed to be an expense of the Company); and (c) Third, to the Members and Economic Interest Owners of the Company, first to the payments of any positive balances in their respective Capital Accounts, and any remaining amount, to the Members and Economic Interest Owners in proportion to their Sharing Interests. The Company may offset damages for breach of this Agreement by a Member or Economic Interest Owner against the amount otherwise distributable to such Member or Economic Interest Owner. Any distributions to the Members or Economic Interest Owners in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(B)(2)(ii)(b)(2) of the Treasury Regulations. During the winding up, liquidation and distribution of the assets, the Manager shall at all times comply with the requirements of any applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up and Distribution of Assets. Upon dissolutiondissolution and termination under Section 8.3, the Company shall make an accounting Manager or any other party designated by written consent of both the accounts of Class A Member and the Class B Member, if the Company and the Company’s assetsis dissolved pursuant to Section 8.2 hereof, liabilities and operations through the date of dissolution, and the Manager shall immediately proceed commence to wind up the affairs of the CompanyCompany and to liquidate its assets. If deemed necessary by The Members holding more than fifty percent of the Membership Interests, the accounting will be undertaken by the Company’s independent accountants. Throughout the dissolution process, all of the provisions of this Agreement shall continue to applyshare income, except gains, expenses, losses and all other items during the period of liquidation in the same proportion as limited by before the Actdissolution. If The Manager or such other party shall have the full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company is dissolved and its affairs are property pursuant to be wound upsuch liquidation. Pending such sales, the Manager or such other party shall sell or have the right to continue to operate and otherwise liquidate all deal with the assets of the Company’s assets as promptly as practicable (except to . A reasonable time shall be allowed for the extent the Manager may determine to distribute any assets to the Members in kind), allocate any Profit or Loss resulting from such sales to the Capital Accounts orderly winding up of the Members and Economic Interest Owners, as provided in this Agreement, and distribute the remaining assets business of the Company and the liquidation of its assets and the discharge of its liabilities to creditors so as to enable the Manager or such other party to minimize the normal losses attendant upon a liquidation, having due regard to the activity and condition of the relevant markets for the Company properties and general financial and economic conditions. Any Member may be a purchaser of any properties of the Company upon liquidation of the Company's assets, including, without limitation, any liquidation conducted pursuant to a judicial dissolution or otherwise under judicial supervision; provided, however, that the purchase price and terms of sale are fair and reasonable to the Company. The proceeds of such liquidation and any other funds of the Company shall be applied and distributed in the following order of priority: (a) First, 8.4.1 to creditors, including Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company other than liabilities for distributions to Members and Economic Interest Owners for distributionsMembers; (b) Second, establish such Reserves as may be 8.4.2 to the setting up of any reserves which the Manager deems reasonably necessary to provide for any contingent or unforeseen liabilities or contingent liabilities obligations of the Company (for purposes of determining the Capital Accounts or of the Members and Economic Interest OwnersManager arising out of or in connection with the Company; such reserves shall be segregated for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies and, at the amounts expiration of such Reserve period as the Manager shall be deemed to be an expense deem advisable, for distribution of the Company); andbalance thereafter remaining in the manner hereinafter provided; (c) Third, 8.4.3 to the Members and Economic Interest Owners of the Company, first in proportion to the payments of any positive balances in their the Members' respective Capital Accounts, determined after taking into account all Capital Account adjustments for the Fiscal Year during which such liquidation occurs (other than those made as a result of the distributions set forth in this Section 8.4.3), by the end of the Fiscal Year in which such liquidation occurs or, if later, within 90 days after the date of the liquidation. No Member shall have any right to demand or receive property other than cash upon dissolution and any remaining amount, termination of the Company. Each Member shall look solely to the Members and Economic Interest Owners in proportion to their Sharing Interests. The assets of the 44 Company may offset damages for breach of this Agreement by a Member or Economic Interest Owner against the amount otherwise distributable to such Member or Economic Interest Owner. Any all distributions to the Members or Economic Interest Owners in respect of their its Capital Accounts Account and its shares of profits and shall be made in accordance with the time requirements set forth in Section 1.704-1(B)(2)(ii)(b)(2) of the Treasury Regulationshave no recourse therefor against any other Member. During the winding upAccordingly, liquidation and distribution of the assets, the Manager shall at all times comply with the requirements of if any applicable law pertaining Member (including but not limited to the winding up of Manager) has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the affairs of year during which the liquidation occurs), then such Member shall have no obligation to make any capital contribution with respect to such deficit, and such deficit shall not be considered a debt owed to the Company and the final distribution of its assetsor to any other person for any purpose whatsoever.

Winding Up and Distribution of Assets. (a) Upon dissolution, the Company shall make an accounting shall be made by the Company's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations through operations, from the date of the last previous accounting until the date of dissolution, and the Manager . The Managers shall immediately proceed to wind up the affairs of the Company. If deemed necessary by Members holding more than fifty percent of the Membership Interests, the accounting will be undertaken by the Company’s independent accountants. Throughout the dissolution process, all of the provisions of this Agreement shall continue to apply, except as limited by the Act. . (b) If the Company is dissolved and its affairs are to be wound up, the Manager shall sell Managers shall: (i) Sell or otherwise liquidate reduce to cash all of the Company’s 's assets as promptly as practicable (except to the extent the Manager Managers may determine to distribute any assets to the Members Equity Owners in kind), allocate , (ii) Allocate any Net Profit or Net Loss resulting from such sales to the Equity Owners' Capital Accounts in accordance with Article 10 hereof, (iii) Discharge all liabilities of the Members and Economic Interest Owners, as provided in this Agreement, and distribute the remaining assets of the Company in the following priority: (a) First, to creditorsCompany, including Members and Economic Interest liabilities to Equity Owners who are also creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company other than liabilities to Members and Economic Interest Equity Owners for distributions; (b) SecondDistributions and the return of capital, and establish such Reserves reserves as may be reasonably necessary to provide for liabilities or contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Equity Owners, the amounts of such Reserve reserves shall be deemed to be an expense of the Company); and, (civ) ThirdDistribute the remaining assets in the following manner: (A) First, if any assets of the Company are to be distributed in kind, the fair market value of such assets as of the date of dissolution shall be determined in the same manner set forth in Section 9.4(b). Such assets shall, for all purposes, including the determination of Company income and gain, be deemed to have been sold as of the date of dissolution for their fair market value. The Capital Accounts of the Equity Owners shall be adjusted pursuant to the provisions of Section 9.5 and Article 10 to reflect such deemed sale. (B) Second, to the Members and Economic Interest Equity Owners 'in accordance with the positive balance (if any) of each Equity Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company, first 's taxable year during which the Liquidation occurs) shall be distributed to the payments of Equity Owners, either in cash or in kind, as determined by the Managers, with any positive balances assets distributed in kind being valued for this purpose at their respective Capital Accounts, and any remaining amount, fair market value as determined in Section 13.3(b)(iv)(A). Any such Distributions to the Members and Economic Interest Owners in proportion to their Sharing Interests. The Company may offset damages for breach of this Agreement by a Member or Economic Interest Owner against the amount otherwise distributable to such Member or Economic Interest Owner. Any distributions to the Members or Economic Interest Equity Owners in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(B)(2)(ii)(b)(21(b)(2)(ii)(b)(2) of the Treasury Regulations. During . (c) Notwithstanding anything to the contrary in this Operating Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Equity Owner has a Deficit Capital Account (after giving effect to all contributions, Distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Equity Owner shall have no obligation to make any Capital Contribution, and the negative balance of such Member's Capital Account shall not be considered a debt owed by such Equity Owner to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation up and distribution of the assets, the Manager Company shall at all times be deemed terminated. (e) Subject to the provisions of this Article 13, the Managers shall comply with the any applicable requirements of any applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.